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Item 7. Management’s Discussion and Analysis

2026-03-06 compared with 2025-03-05 · 71 added, 54 removed, 50 unchanged (71% of the section changed)

17 unchanged sentences

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 year ended December 31, 2025, we had a net income of $2,070,450, which consists of income earned on marketable securities held in trust account of $2,429,893, interest income earned on bank account of $31,606 and operating expenses of $391,049.

For the period from January 30, 2024 (inception) through December 31, 2024, we had a net income of $640,343, which consists of income earned on marketable securities held in trust account of $818,197, interest income earned on bank account of $12,757 and operating expenses of $190,611.

Liquidity and Capital Resources

For the period from January 30, 2024 (inception) through December 31, 2024, cash used in operating activities was $146,501.

As of December 31, 2024, we had cash of $1,332,505 available for working capital needs.

For the year December 31, 2025, cash used in operating activities was $307,796.

As of December 31, 2025, we had cash of $1,024,709 available for working capital needs and marketable securities held in Trust Account of $61,035,590.

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.

4 unchanged sentences

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 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.

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, 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.

2 unchanged sentences

As of December 31, 2025, we had cash of $1,024,709 and a working capital of $866,709.

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.

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.

In connection with our assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Going Concern,” we have determined, considering the funds available from our IPO consummated on September 13, 2024, that we have sufficient funds for our working capital needs until a minimum of one year from the date of issuance of these financial statements.

However, we have until September 13, 2026 to consummate an initial business combination.

If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

Management has determined that the need to satisfy this mandatory liquidation requirement, should a business combination not occur, raises substantial doubt about our ability to continue as a going concern.

We intend to complete an initial business combination before the mandatory liquidation date.

Nevertheless, there can be no assurance that we will be able to consummate a business combination by September 13, 2026.

No adjustments have been made to the carrying amounts and classification of assets or liabilities should the Company be required to liquidate after such date.

Off-Balance Sheet Arrangements

4 unchanged sentences

As of December 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, 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.

In addition, 28,750 representative shares will be issued at the consummation of a Business Combination.

The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period.

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.

3 unchanged sentences

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 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.

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:

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

Valuation adjustments and block discounts are not being applied.

Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 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 preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the financial statements, and revenue and expenses during the periods presented.

On an ongoing basis, management evaluates their estimates and assumptions, and the effects of any such revisions are reflected in the financial statements in the period in which they are determined to be necessary.

Management bases their estimates on historical experience and on various other factors that they believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our consolidated financial statements.

We have not identified any critical accounting estimates.

While our significant accounting policies are more fully described in Note 2 — Summary of Significant Accounting Policies” in the notes to our consolidated financial statements, we believe that there were the following critical accounting policies that affected the preparation of consolidated financial statements.

Ordinary Shares Subject to Possible Redemption

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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

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 retained earnings

or, in the absence of retained earnings, 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.

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.

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

the accretion method (i) to recognize the changes in redemption value as a charge against retained earnings or, in the absence of retained

earnings, by 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.

The Company reassessed the estimation of redemption shares value as of each subsequent quarterly

For the year ended December 31, 2025, the Company reassessed the estimation of redemption value to more accurately reflect

the terms of the related share agreements and articles of association, which has affected the earnings per share and accretion to redemption

value of the shares subject to possible redemption.

Recent Accounting Pronouncements

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.

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

Early adoption is permitted.

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 the our financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This information appears following Item 15 of this Report and is included herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

In November 2024, the FASB

issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03 ”) which requires detailed disclosures in the notes to financial

statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and

function of expenses.

The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement

— Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date (“ASU

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting

periods beginning after December 15, 2027, with early adoption permitted.

The requirements should be applied on a prospective basis while

retrospective application is permitted.

Our management does not expect to adopt this guidance early and does not expect the adoption of

this ASU to have a material impact on our consolidated financial statements.

On December 8, 2025, the

FASB issued ASU 2025-11 — Interim Reporting (“ASU 2025-11”) which is intended to improve the navigability of the guidance

in ASC 270, Interim Reporting, and clarify when it applies.

Under the amendments, an entity is subject to ASC 270 if it provides interim

financial statements and notes in accordance with GAAP.

ASU 2025-11 also addresses the form and content of such financial statements,

interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual

reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim reporting periods within annual reporting

periods beginning after December 15, 2027, and early adoption is permitted.

We are currently evaluating the impact the adoption of ASU

2025-11 may have on our consolidated financial statements.

Management does not believe

that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on our financial

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

We are a smaller reporting

company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this

FINANCIAL STATEMENTS AND SUPPLEMENTARY

This information appears

following Item 15 of this Report and is included herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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-K

Item 7. Management’s Discussion and Analysis