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Item 7. Management’s Discussion and Analysis

2025-12-29 compared with 2024-12-26 · 60 added, 51 removed, 110 unchanged (50% of the section changed)

21 unchanged sentences

Our only activities from July 7, 2020 (inception) through

September 30, 2024 were organizational activities, those necessary to prepare for the initial public offering (defined 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

on marketable securities 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.

the year ended September 30, 2024, we had a net income of $1,867,387, which consists of interest income on investments held in the

trust account of $3,026,873 offset by provision for income taxes of $635,512 and operating costs of $523,974.

the year ended September 30, 2023, we had a net loss of $6,844, which consists of operating costs.

September 30, 2025, were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and

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 and dividends earned on cash and investments 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.

the year ended September 30, 2025, we had a net income of $3,416,169, which consists of interest and dividends earned on cash and investments

held in Trust Account of $5,130,712, partially offset by provision for income taxes of $965,635 and operating costs of $748,908.

the year ended September 30, 2024, we had a net income of $1,867,387, which consists of interest and dividends earned on cash and investments

held in Trust Account of $3,026,873 offset by provision for income taxes of $635,512 and operating costs of $523,974.

That May Adversely Affect our Results of Operations

results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could

cause economic uncertainty and volatility in the financial markets, many of which are beyond our control.

Our results of operations and

our ability to consummate an initial Business Combination could be impacted by, among other things, downturns in the financial markets

or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions,

declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts

in Ukraine and the Middle East.

We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude

or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

and Capital Resources

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in a private placement to the Sponsor, generating gross proceeds of $6,105,000.

Transaction costs amounted to $7,755,845 consisting of the fair value amount of $3,867,050 related with the issued

representative shares, $3,450,000 of cash underwriting discount, and $438,795 of other offering costs.

costs amounted to $7,755,845 consisting of the fair value amount of $3,867,050 related with the issued representative shares, $3,450,000

of cash underwriting discount, and $438,795 of other offering costs.

the year ended September 30, 2025, cash used in operating activities was $1,318,100.

Net income of $1,867,387 was impacted by interest

earned on marketable securities held in the trust account of $3,026,873 and changes in operating assets and liabilities of $338,527.

Net income of $3,416,169 was affected by the interest

and dividends earned on cash and investments held in Trust Account of $5,130,712 and change in operating assets and liabilities which

provided $396,443 of cash for operating activities.

the year ended September 30, 2024, cash used in operating activities was $820,959.

Net loss of $6,844 was impacted by changes in operating

assets and liabilities of $6,637.

of September 30, 2024, we held cash in the Trust Account of $118,601,873.

Net income of $1,867,387 was impacted by interest

earned on cash and investments held in the trust account of $3,026,873 and changes in operating assets and liabilities of $338,527.

of September 30, 2025, we held cash and investments held in Trust Account of $15,890,194.

The Trust Account can only be invested in U.S.

government treasury

obligations with a maturity of 185 days or less or interests in money market funds meeting certain conditions under Rule 2a-7 under the

Investment Company Act, which invest only in direct U.S.

government treasury obligations with a maturity of 185 days or less or interests in money market funds meeting certain conditions under

Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

government treasury obligations.

We may withdraw interest from the 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 taxes payable), 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.

of September 30, 2024, we had cash of $822,799.

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, and structure, negotiate and complete a Business Combination.

We may withdraw interest

from the 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 taxes payable), to complete our initial Business Combination.

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.

of September 30, 2025, we had cash of $428,700 and restricted cash of $787,365.

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, and structure, negotiate and complete a Business Combination.

order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor

49 unchanged sentences

introduced by the I-Bankers.

Accounting Policies

Accounting Estimates

preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions

2 unchanged sentences

Actual results could materially differ from those estimates.

not identified any critical accounting policies as of September 30, 2024.

not identified any critical accounting estimates as of September 30, 2025.

Accounting Standards

August 2020, the FASB issued ASU 2020 06, “Debt—Debt with Conversion and Other Options (Subtopic 470 20) and Derivatives

and Hedging— Contracts in Entity’s Own Equity (Subtopic 815 40)” (“ASU 2020 06”), to simplify certain financial

ASU 2020 06 eliminates the current models that require separation of beneficial conversion and cash conversion features

from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts

in an entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding instruments

that are indexed to and settled in an entity’s own equity.

ASU 2020 06 amends the diluted earnings per share guidance, including

the requirement to use the if-converted method for all convertible instruments.

ASU 2020 06 is effective for fiscal years beginning after

December 15, 2023 and should be applied on a full or modified retrospective basis.

Early adoption is permitted, but no earlier than fiscal

years beginning after December 15, 2020, including interim periods within those fiscal years.

The Company adopted ASU 2020 06 as of January

There was no effect to the Company’s presented financial statements.

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

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.

ASU 2023-07 became effective as of December 31, 2024 and our management adopted ASU 2023-07 in our financial statements and related disclosures (see Note 10).

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

22 unchanged sentences

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