What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-15 compared with 2025-10-31 · 203 added, 112 removed, 3 unchanged (99% of the section changed)

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

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 Quarterly Report on Form 10-Q (this “Quarterly Report”).

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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act.

We have based these forward-looking statements on our current expectations and projections about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S.

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 Quarterly Report

on Form 10-Q (this “Quarterly Report”).

Certain information contained in the discussion and analysis set forth below includes

forward- looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,

as amended, and Section 21E of the Exchange Act.

We have based these forward-looking statements on our current expectations and

projections about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions

about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future

results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you

can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,”

“expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,”

or the negative of such terms or other similar expressions.

Factors that might cause or contribute to such a discrepancy include, but

are not limited to, those described in our other U.S.

Securities and Exchange Commission (“SEC”) filings.

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 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 nine months ended September 30, 2025, we had a net income of $1,563,409, which consisted of income earned on marketable securities held in trust account of $1,845,521, interest income earned on bank accounts of $24,841 and operating expenses of $306,953.

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, 2025, we had a net income of $557,209, which consisted of income earned on marketable securities held in trust account of $618,724, interest income earned on bank accounts of $7,701 and operating expenses of $69,216.

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.

Liquidity and Capital Resources

For the nine months ended September 30, 2025, cash used in operating activities was $208,382 and cash used in financing activities was $16,000.

As of September 30, 2025, we had cash of $1,108,123 available for working capital needs and marketable securities held in Trust Account of $60,451,218.

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, 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 September 30, 2025, we had cash of $1,108,123 and a working capital of $944,040.

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.

Off-Balance Sheet Arrangements

As of September 30, 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, 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 three 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

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 financial statements.

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” (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.

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 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.

reassessed the estimation of redemption shares value as of each subsequent quarterly period end.

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.

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.

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

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

Under ASU 2024-03, a public entity would be required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

ASU 2024-03 allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements.

Our management does not believe the adoption of ASU 2024-03 will have a material impact on our financial statements and disclosures.

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

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.

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.

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

We cannot assure you that our plans to complete a business

combination will be successful.

of Operations and Known Trends or Future Events

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

the three months ended March 31, 2026, we had a net income of $418,756, which consisted of income earned on marketable securities held

in trust account of $535,511, interest income earned on bank accounts of $4,448 and operating expenses of $121,203.

the three months ended March 31, 2025, we had a net income of $454,300, which consists of income earned on marketable securities held

in trust account and cash account of $612,361, interest income earned on bank account of $8,839 and operating expenses of $166,900.

and Capital Resources

the three months ended March 31, 2026, cash used in operating activities was $150,972, cash used in investing activities was $191,475

and cash provided by financing activities was $191,475.

As of March 31, 2026, we had cash of $873,737 available for working capital needs

and marketable securities held in Trust Account of $61,762,576.

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, 2026, none of the amount on marketable securities in the Trust Account was available to be withdrawn

as described above.

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.

Company may extend the deadline to consummate a Business Combination up to six times, each by an additional one-month period, for a

maximum of 24 months from the closing of the IPO.

The First Extension was effected on March 4, 2026, extending the deadline from

March 13, 2026 to April 13, 2026, with an Extension Fee of $191,475 deposited into the Trust Account.

The Second Extension was

effected on April 8, 2026, extending the deadline from April 13, 2026 to May 13, 2026, with an Extension Fee of $191,475 deposited

into the Trust Account.

The Third Extension was effected on May 8, 2026, extending the deadline from May 13, 2026 to June 13, 2026,

with an Extension Fee of $191,475 deposited into the Trust Account.

If the Company elects to effect further monthly extensions, it

will be required to deposit an additional $191,475 into the Trust Account for each such extension.

The Company may rely on the

Sponsor to fund such Extension Fees, in which case it would issue additional promissory notes to the Sponsor on substantially

similar terms.

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.

of March 31, 2026, we had cash of $873,737 and a working capital of $558,479.

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.

Sheet Arrangements

of March 31, 2026, 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.

of March 31, 2026, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

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.

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 three 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.

Accounting Policies and Estimates

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.

our significant accounting policies are more fully described in Note 2 — Summary of Significant Accounting Policies” in the

notes to our condensed consolidated financial statements, we believe that there were the following critical accounting policies that

affected the preparation of financial statements.

Shares Subject to Possible Redemption

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.

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’

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.

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

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 ended

March 13, 2026), which is the initial period that the Company has to complete a Business Combination.

Subsequent to the IPO date, the

accretion also includes the dividend and interest income earned in the Trust Account in excess of franchise and income taxes as well

as expenses relating to the administration of the trust account, if any, as well as required deposits to extend the deadline to complete

a Business Combination ever since March 13, 2026.

Accounting Pronouncements

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 2025-01”).

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 condensed consolidated financial statements.

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 condensed consolidated financial statements.

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

effect on our financial statements.

Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company we are not required to make disclosures under this Item.

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.

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