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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-20 · 104 added, 42 removed, 70 unchanged (68% of the section changed)

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A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied.

For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form S-1 filed with the U.S.

Securities and Exchange Commission (the “SEC”).

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

For information identifying important factors

that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk

Factors section of the Company’s registration statement on Form S-1, as amended, and the Company’s other filings with the U.S.

and Exchange Commission (the “SEC”).

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s

website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to

update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

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Recent Developments

On March 5, 2026, the Company consummated its IPO of 10,000,000 units (the “Public Units’), at a price of $10.00 per unit, generating gross proceeds of $100,000,000.

On March 10, 2026, the underwriters exercised their over-allotment option in full, resulting in the issuance of an additional 1,500,000 units at a price of $10.00 per unit, generating additional gross proceeds of $15,000,000.

On March 5, 2026, the Company consummated its IPO of 10,000,000 units

(the “Public Units”) at a price of $10.00 per unit, generating gross proceeds of $100,000,000.

On March 10, 2026, the underwriters

exercised their over-allotment option in full, resulting in the issuance of an additional 1,500,000 units at a price of $10.00 per unit,

generating additional gross proceeds of $15,000,000.

The over-allotment option closed on March 12, 2026.

Simultaneously with the closing of the over-allotment option, the Company consummated a private placement of 7,500 units to the Sponsor at a price of $10.00 per unit, generating gross proceeds of $75,000.

Simultaneously with the closing

of the over-allotment option, the Company consummated the private placement of an additional 7,500 Private Placement Units to the Sponsor

at a price of $10.00 per unit, generating gross proceeds of $75,000.

On March 7, 2026, we entered into a finder’s agreement with Wealthwise

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payable only upon the closing of a transaction, as defined in the agreement.

Subsequent to quarter-end, on May 1, 2026, we entered into an Agreement and Plan of Merger with Rongcheng Group Limited and related parties.

Results of Operations

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

Our only activities from September 25, 2025 (inception) through March 31, 2026, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination.

We do not expect to generate any operating revenues until after the completion of our initial business combination.

We expect to generate non-operating income in the form of interest income on marketable securities held after the IPO.

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended March 31, 2026, we had net income of $157,011.

Net income consisted of interest earned on investments held in the Trust Account of $280,820, partially offset by formation and operating

costs of $107,325 and business combination expenses of $16,484.

May 1, 2026, we entered into an Agreement and Plan of Merger with Rongcheng Group Limited and related parties in connection with

our proposed initial Business Combination.

of Operations

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

Our only activities from September 25, 2025 (inception)

through June 30, 2026, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying

a target company for an initial business combination.

We do not expect to generate any operating revenues until after the completion

of our initial business combination.

expect to generate non-operating income in the form of interest income on marketable securities held after the IPO.

We expect to incur

increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well

as for due diligence expenses in connection with searching for, and completing, a Business Combination.

the three months ended June 30, 2026, we had net income of $584,910.

Net income consisted of interest earned on investments held in the

Trust Account of $1,024,464, partially offset by formation and operating costs of $380,345 and business combination expenses of $59,209.

For the six months ended June 30, 2026, we had

net income of $741,921.

Net income consisted primarily of interest earned on investments held in the Trust Account of $1,305,284, partially

offset by formation and operating costs of $487,670 and business combination expenses of $75,693.

Liquidity and Capital Resources

On March 5, 2026, we consummated our IPO of 10,000,000 units (the “Units”), at $10.00 per Unit.

In connection with the closing of the IPO, the underwriter fully exercised its over-allotment option to purchase 1,500,000 additional Units for an aggregate of 11,500,000 Units sold.

The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $115,000,000.

Simultaneously with the closing of our IPO, we consummated the sale of 220,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $2,200,000.

Upon the closing of the over-allotment option on March 12, 2026, the Company consummated the sale of an additional 7,500 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $75,000.

On March 5, 2026, the Company consummated its

IPO of 10,000,000 units (the “Public Units”) at a price of $10.00 per unit, generating gross proceeds of $100,000,000.

Simultaneously

with the closing of the IPO, the Company consummated the private placement of 220,000 Private Placement Units to the Sponsor at a price

of $10.00 per unit, generating gross proceeds of $2,200,000.

On March 10, 2026, the underwriters exercised

their over-allotment option in full, resulting in the issuance of an additional 1,500,000 units at a price of $10.00 per unit, generating

additional gross proceeds of $15,000,000.

The over-allotment option closed on March 12, 2026.

Simultaneously with the closing of the over-allotment

option, the Company consummated the private placement of an additional 7,500 Private Placement Units to the Sponsor at a price of $10.00

per unit, generating additional gross proceeds of $75,000.

Upon the closing of the IPO and the private placement, a total of $115,000,000 was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S.

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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.

As of March 31, 2026, we had cash and cash equivalents of $978,481 and working capital of $999,859.

In addition, as of March 31, 2026, we had $115,280,820 of cash and investments held in the Trust Account.

Net cash used in operating activities for the three months ended March 31, 2026 was ($302,529).

Net cash used in investing activities was ($115,000,000) and related to the purchase of investments held in the Trust Account.

Net cash provided by financing activities was $116,256,010 and consisted primarily of proceeds from the IPO and private placements, partially offset by offering costs.

The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination.

In addition, the Company currently has until June 5, 2027 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination.

If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association.

In connection with the Company’s 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,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period.

The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements.

Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate.

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

As of June 30, 2026, we had cash and cash equivalents

of $312,210 and working capital of $560,305.

In addition, as of June 30, 2026, we had $116,305,284 of cash and investments held in the

Trust Account.

cash used in operating activities for the six months ended June 30, 2026 was ($968,800).

Net cash used in investing activities was ($115,000,000)

and related to the purchase of investments held in the Trust Account.

Net cash provided by financing activities was $116,256,010 and

consisted primarily of proceeds from the IPO and private placements, partially offset by offering costs.

Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination.

In addition, the Company currently has until June 5, 2027 (unless the Company extends such period by amending its Amended and Restated

Memorandum and Articles of Association) to consummate the initial Business Combination.

If the Company does not complete a Business Combination

within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of

the Amended and Restated Memorandum and Articles of Association.

In connection with the Company’s 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,” the Company has determined that it has incurred

and expects to continue to incur significant costs in pursuit of its acquisition plans.

There is no assurance that the Company’s

plans to raise capital or to consummate a Business Combination will be successful within the Combination Period.

The Company lacks the

financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date

of the issuance of the financial statements.

Therefore, management has determined that these conditions raise substantial doubt about

the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date

the Company is required to liquidate.

The financial statements do not include any adjustments that might result from the outcome of this

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.

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.

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Promissory Note — Related Party

On January 9, 2026, the Sponsor agreed to loan the Company up to an aggregate amount of $700,000 to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Note”).

The Promissory Note is unsecured, interest-free and due on the date on which the Company closes the IPO.

The outstanding balance under the Promissory Note was repaid upon the closing of the IPO on March 5, 2026 out of the offering proceeds not held in the Trust Account.

On January 9, 2026, the Sponsor agreed to loan the Company up

to an aggregate amount of $700,000 to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory

The Promissory Note is unsecured, interest-free and due upon the closing of the IPO.

The outstanding balance was settled

upon the closing of the IPO on March 5, 2026 through a non-cash offset against the private placement proceeds received from the Sponsor.

Accordingly, no cash was transferred in settlement of the Promissory Note.

As of June 30, 2026 and December 31, 2025, no amount was outstanding

under the Promissory Note.

Administrative Services Agreement

The Company entered into an Administrative Services Agreement with the Sponsor on March 3, 2026, commencing on the effective date of the registration statement of the initial public offering through the earlier of the consummation of a business combination or the Company’s liquidation, to pay the Sponsor a total of $15,000 per month for office space and administrative and support services.

The Company entered into

an Administrative Services Agreement with the Sponsor on March 3, 2026, commencing on the effective date of the registration

statement of the initial public offering through the earlier of the consummation of a business combination or the Company’s

liquidation, to pay the Sponsor a total of $15,000 per month for office space and administrative and support services.

For the three and six months ended June 30, 2026, the Company incurred $45,000 and $60,000 of administrative services fees, respectively,

of which $0 remained accrued as of June 30, 2026.

Underwriting Agreement

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In addition, PAP is entitled to receive 230,000 ordinary shares (the “Representative Shares”) as underwriting compensation in lieu of any deferred underwriting fee.

DeSPAC Legal Engagement

On March 16, 2026, we engaged Celine & Partners,

PLLC to provide legal services in connection with our proposed initial Business Combination with Rongcheng Group Limited, including due

diligence, drafting of the Business Combination Agreement and the related registration statement on Form F-4, and responding to SEC comments

Fees are payable in four milestone installments of $100,000 each, triggered upon execution of the engagement letter, execution

of the Business Combination Agreement, filing of the Form F-4, and receipt of and response to related SEC comments.

As of June 30, 2026,

the first two milestones had been triggered, and $200,000 was recorded as deferred expenses.

Right of First Refusal

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Quarterly Results

As of March 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

Other than the administrative services agreement and other arrangements disclosed elsewhere in this report, we did not have any material commitments or contractual obligations.

As of June 30, 2026, we did not have any off-balance

sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Except for the Administrative Services Agreement, the Finder’s

Agreement, the Celine & Partners DeSPAC Legal Engagement, the Underwriting Agreement and the other arrangements disclosed elsewhere

in this Report, we did not have any material contractual obligations.

On April 5, 2012, the JOBS Act was signed into law.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis