What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-26 compared with 2025-03-28 · 120 added, 143 removed, 53 unchanged (83% of the section changed)

Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the

Company’s financial condition and results of operations should be read in conjunction with the audited financial statements and

the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary Data” of this Annual Report

on Form 10-K.

Management’s Discussion and

Analysis of Financial Condition and Results of Operations.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial

statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary Data” of this

Annual Report on Form 10-K.

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

results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Certain information

contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ materially

from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ

materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary

Note Regarding Forward-Looking Statements and Risk Factor Summary,” “Item 1A.

1 unchanged sentence

Report on Form 10-K.

We are a blank check company incorporated in

the Cayman Islands on November 23, 2020, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,

share purchase, reorganization or similar business combination with one or more businesses that we have not yet identified.

to effectuate our business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the private

placement warrants, our shares, debt or a combination of cash, shares and debt.

We are a blank check company incorporated in the

Cayman Islands on November 23, 2020, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share

purchase, reorganization or similar business combination with one or more businesses that we have not yet identified.

We intend to effectuate

our business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the private placement warrants,

our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs

4 unchanged sentences

generated any revenues to date.

Our only activities from November 23, 2020 (inception) through December 31, 2024 were organizational

activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering,

identifying a target company for a business combination.

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

of our business combination.

We generate non-operating income in the form of interest income from the proceeds derived from the Initial

Public Offering held in the Trust Account.

We incur expenses as a result of being a public company (for legal, financial reporting, accounting

and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, 2024, we had

a net income of $8,671,665, which consisted of interest earned on marketable securities held in the Trust Account of $9,236,638, partially

offset by organizational and operational costs of $564,973.

For the year ended December 31, 2023, we had

net loss of $14,041, which consists of organizational and operational costs.

Liquidity and Capital Resources

Our only activities from November 23, 2020 (inception) through December 31, 2025 were organizational activities,

those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying

a target company for a business combination.

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

We generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering

held in the Trust Account.

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing

compliance), as well as for due diligence expenses.

For the year ended December 31, 2025, we had a

net income of $11,891,655, which consisted of interest earned on marketable securities held in the Trust Account of $12,443,573, partially

offset by general and administrative expenses of $551,918.

For the year ended December 31, 2024, we had a

net income of $8,671,665, which consisted of interest earned on marketable securities held in the Trust Account of $9,236,638, partially

offset by general and administrative expenses of $564,973.

Liquidity, Capital Resources

and Going Concern

Until the consummation of the Initial Public Offering,

4 unchanged sentences

consummation of our Initial Public Offering.

As of December 31, 2024, there was a total amount of $400,000 outstanding under such

promissory notes, of which $200,000 remains outstanding under the promissory note with GP Sponsor, $100,000 remains outstanding under

the promissory note with Boxcar Partners Two, LLC, an affiliate of Boxcar sponsor, and $100,000 remains outstanding under the promissory

note with Act III sponsor.

On May 13, 2024, we consummated the Initial

Public Offering of 28,750,000 Units, which includes the full exercise by the underwriter of its over-allotment option in the amount of

As of December 31, 2025, there was a total amount of $400,000 outstanding under such promissory

notes, of which $200,000 remains outstanding under the promissory note with GP Sponsor, $100,000 remains outstanding under the promissory

note with Boxcar Partners Two, LLC, an affiliate of Boxcar sponsor, and $100,000 remains outstanding under the promissory note with Act

On May 13, 2024, we consummated the Initial Public

Offering of 28,750,000 Units, which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000

Units, at $10.00 per Unit, generating gross proceeds of $287,500,000.

Simultaneously with the closing of the Initial Public

Offering, we consummated the sale of 7,000,000 private placement warrants to Sponsor HoldCo and to Cantor at a price of $1.00 per Private

Placement Warrant, generating gross proceeds of $7,000,000, including the purchase by the non-managing HoldCo investors, indirectly through

the purchase of non-managing Sponsor HoldCo membership interests, if 4,025,000 private placement warrants at a price of $1.00 per warrant.

Simultaneously with the closing of the Initial Public Offering,

we consummated the sale of 7,000,000 private placement warrants to Sponsor HoldCo and to Cantor at a price of $1.00 per Private Placement

Warrant, generating gross proceeds of $7,000,000, including the purchase by the non-managing HoldCo investors, indirectly through the

purchase of non-managing Sponsor HoldCo membership interests, if 4,025,000 private placement warrants at a price of $1.00 per warrant.

Following the Initial Public Offering and the

1 unchanged sentence

We incurred transaction costs of $20,269,166

consisting of $5,000,000 of cash underwriting fee, $13,687,500 of deferred underwriting fee (see additional discussion in Note 6

of the financial statements), and $1,581,666 of other offering costs.

consisting of $5,000,000 of cash underwriting fee, $13,687,500 of deferred underwriting fee (see additional discussion in Note 6 of the

financial statements), and $1,581,666 of other offering costs.

For the year ended December 31, 2025, cash used

5 unchanged sentences

in operating activities was $584,718.

Net loss of $14,041 was affected by changes in operating assets and liabilities used $2,000 of cash

for operating activities and payment of operating expenses through advances from related party of $1,071.

Net income of $8,671,665 was affected by interest earned on marketable securities held in the Trust

Account of $9,236,638.

Changes in operating assets and liabilities used $19,745 of cash for operating activities.

As of December 31, 2025, we had marketable securities

2 unchanged sentences

Trust Account to pay taxes, if any.

We intend to use substantially all of the funds held in the Trust Account, including any amounts

representing interest earned on the Trust Account (less permitted withdrawals and deferred underwriting discounts and commissions), to

complete our initial business combination.

To the extent that our capital stock or debt is used, in whole or in part, as consideration

to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance

the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing

interest earned on the Trust Account (less permitted withdrawals and deferred underwriting discounts and commissions), to complete our

initial business combination.

To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete

our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations

of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2025, we had cash of $112,660.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due

diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses

or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate

and complete a business combination, and to pay for directors and officers liability insurance premiums.

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.

We initially have until May 13, 2026

to consummate the initial business combination (assuming no extensions).

If we do not complete a business combination, we will trigger

an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association.

Notwithstanding management’s belief that we would have sufficient funds to execute its business strategy, there is a possibility

that business combination might not happen within the 24-month period from the date of the auditors’ report.

In connection with our assessment of going concern considerations in accordance with ASC 205-40, “Going Concern”, as of December

31, 2024, we may need to raise additional capital through loans or additional investments from our co-sponsors, Sponsor HoldCo, stockholders,

officers, directors, or third parties.

Our officers, directors and co-sponsors may, but are not obligated to, loan us funds, from time

to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs.

we may not be able to obtain additional financing.

If we are unable to raise additional capital, it may be required to take additional

measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit

of a potential transaction, and reducing overhead expenses.

We cannot provide any assurance that new financing will be available to it

on commercially acceptable terms, if at all.

Management plans to address this uncertainty through a business combination.

If a business combination is not consummated within 24 months from the closing of the Initial Public Offering, currently May 13, 2026,

there will be a mandatory liquidation and subsequent dissolution.

Management has determined that the liquidity condition raises substantial

doubt about our ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities

should we be required to liquidate within 24 months from the closing of the Initial Public Offering.

We intend to complete the initial

business combination before the end of the 24-month period.

However, there can be no assurance that we will be able to consummate any

business combination by the end of this period or at all.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence

on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their

representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and

complete a business combination, and to pay for directors and officers liability insurance premiums.

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.

We initially have until May 13, 2026 to consummate

the initial business combination (assuming no extensions).

If we do not complete a business combination, we will trigger an automatic

winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association.

Notwithstanding

management’s belief that we would have sufficient funds to execute its business strategy, there is a possibility that business combination

might not happen within the 24-month period from the date of the auditors’ report.

In connection with our assessment of going concern

considerations in accordance with ASC 205-40, “Going Concern”, as of December 31, 2025, we may need to raise additional capital

through loans or additional investments from our co-sponsors, Sponsor HoldCo, stockholders, officers, directors, or third parties.

officers, directors and co-sponsors may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount

they deem reasonable in their sole discretion, to meet our working capital needs.

Accordingly, we may not be able to obtain additional

If we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could

include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead

We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

Management plans to address this uncertainty through

a business combination.

If a business combination is not consummated by the end of the Combination Period, currently May 13, 2026, there

will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the liquidity condition, the

date of mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after

the Combination Period.

The Company intends to complete the initial Business Combination before the end of the Combination Period.

there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.

Off-Balance Sheet Arrangements

8 unchanged sentences

We do not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $5,000 per month

to the affiliate of GPIAC II, LLC for office space, administrative and support services.

We began incurring these fees on May 8,

2024 and will continue to incur these fees monthly until the earlier of the completion of the business combination and our liquidation.

obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $5,000 per month to

the affiliate of GPIAC II, LLC for office space, administrative and support services.

We began incurring these fees on May 8, 2024 and

will continue to incur these fees monthly until the earlier of the completion of the business combination and our liquidation.

The underwriter is entitled to a deferred fee

of (i) $0.45 per Unit sold in the base offering of the Initial Public Offering, or $11,250,000 in the aggregate, and (ii) $0.65

per Unit sold pursuant to the underwriter’s over-allotment option, or up to an additional $2,437,500 in the aggregate ($13,687,500

Considering that the underwriter’s over-allotment option was exercised in full, the deferred underwriter’s fee

of $13,687,500 will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company

completes an initial business combination subject to the terms of the underwriting agreement.

of (i) $0.45 per Unit sold in the base offering of the Initial Public Offering, or $11,250,000 in the aggregate, and (ii) $0.65 per Unit

sold pursuant to the underwriter’s over-allotment option, or up to an additional $2,437,500 in the aggregate ($13,687,500 in total).

Considering that the underwriter’s over-allotment option was exercised in full, the deferred underwriter’s fee of $13,687,500

will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes an initial

business combination subject to the terms of the underwriting agreement.

Critical Accounting Estimates

4 unchanged sentences

Making estimates requires management to exercise significant judgement.

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.

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 could materially differ from those estimates.

As of December 31, 2024 and

2023, we did not have any critical accounting estimates to be disclosed.

Net Income per Ordinary Share

We comply with accounting and disclosure requirements

of ASC 260, Earnings Per Share.

We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary

Income and losses are shared pro rata between the two classes of shares.

Net income per ordinary share is calculated by dividing

the net income by the weighted average ordinary shares outstanding for the respective period.

Diluted net income per share attributable

to ordinary shareholders adjust the basic net income per share attributable to ordinary shareholders and the weighted-average ordinary

shares outstanding for the potentially dilutive impact of outstanding warrants.

However, because the warrants are anti-dilutive, diluted

income per ordinary share is the same as basic income per ordinary share for the periods presented.

As of December 31, 2025, we did not have

any critical accounting estimates to be disclosed.

Net Income per Ordinary

We comply with the accounting and disclosure requirements of FASB ASC

Topic 260, “Earnings Per Share.” Net loss per Ordinary Share is computed by dividing net loss applicable to shareholders by

the weighted average number of Ordinary Shares outstanding for the applicable periods.

We apply the two-class method in calculating earnings

per Ordinary Share and allocate net loss pro rata to Class A Ordinary Shares subject to possible redemption, nonredeemable Class A Ordinary

Shares and Class B Ordinary Shares.

Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share

as the redemption value is not in excess of the fair value.

Recent Accounting Standards

In March 2024, the FASB issued ASU 2024-01, “Compensation-

Stock Compensation (Topic 718):

Scope Application of Profit Interest and Similar Awards” (“ASU 2024-01”).

provides clarification on when profit interest awards should be accounted for similar to a cash bonus or profit-sharing arrangement in

accordance with ASC 710 or as a share-based payment arrangement in accordance with ASC 718.

The FASB issued this ASU to address diversity

in the practice of accounting for profit interest awards.

Management does not believe the adoption of ASU 2024-01 will have a material

impact on the accompanying financial statements and disclosures.

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.

The Company adopted ASU 2023-07 as required for the year ended December 31, 2024.

The adoption requires us to provide

additional disclosures, but otherwise it does not materially impact our financial statements.

Management does not

believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on

the Company’s financial statements.

and Qualitative Disclosure About Market Risk.

In November 2024, the FASB issued Accounting Standards

Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific

expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years

beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any recently

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial

Quantitative and Qualitative Disclosures

About Market Risk.

We are a smaller reporting company as defined

1 unchanged sentence

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