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Item 2. Management’s Discussion and Analysis

2026-05-15 compared with 2026-02-11 · 119 added, 22 removed, 158 unchanged (47% of the section changed)

40 unchanged sentences

a Business Combination will be successful.

Combination Agreement

March 16, 2026, the Company entered into a Business Combination Agreement (the “BCA”) with GNQ Insilico Inc., a corporation

formed under the federal laws of Canada (“GNQ”).

Under the agreement, and subject to court approval and other closing conditions,

the GNQ Shareholders will receive the following consideration in exchange for their respective shares of capital stock of GNQ:

For each share

of GNQ common stock (the “GNQ Common Shares”) held by eligible electing Canadian shareholders of GNQ (“Electing

Shareholders”), the Electing Shareholder will receive a number of exchangeable shares in an indirect, wholly owned Canadian

subsidiary of IB Acquisition (the “ExchangeCo Shares”) equal to the quotient obtained by dividing 50,000,000 by the Fully-Diluted

GNQ Common Shares (as defined below) (the “GNQ Exchange Ratio”);

For each share

of GNQ Common Shares held by all other shareholders of GNQ (“Non-Electing Shareholders”, and collectively with the

Electing Shareholders, the “GNQ Shareholders”), such Non-Electing Shareholder will exchange their respective GNQ Common Shares for shares of SPAC Class A Common Stock equal to the GNQ Exchange Ratio (the “GNQ U.S.

Shareholder Exchange”

and, together with the other exchanges and subscriptions described above, the “Share Exchanges”).

addition, under the BCA and the Arrangement:

All outstanding

options to purchase shares of GNQ Common Shares (the “GNQ Options”) will be exchanged for options to purchase

shares of SPAC Class A Common Stock under the GNQ 2026 Stock Incentive Plan (“Replacement Options”) and such resulting

GNQ Common Shares shall be exchanged in the Share Exchanges;

Convertible Notes will be automatically converted into GNQ Common Shares immediately prior to the Arrangement Effective Time

and such underlying GNQ Common Shares shall be exchanged in the Share Exchanges;

Warrants will be exchanged for shares of SPAC Class A Common Stock (the “GNQ Warrants Exchange”).

Letter Agreement

with the execution of the BCA, GNQ entered into a letter agreement (the “Side Letter Agreement”) with the Company

pursuant to which GNQ and one or more third-party investors, lenders or financing sources introduced to GNQ by the Company

(collectively with the Company, the “Investors”) will lend to GNQ up to US$2,000,000 in one or more tranches in the form

of 10% secured convertible promissory notes (“Convertible Notes”) and accompanying common share purchase warrants

(“Warrants”) (the “Bridge Financing”).

Concurrently with the execution of the BCA, an Investor introduced by

the Company funded the initial tranche of US$250,000 in aggregate principal amount.

The Side Letter Agreement provides for an

additional US$500,000 second tranche to be funded, with subsequent tranches at the Investors’ discretion.

The Convertible

Notes accrue interest on the outstanding principal balance at a rate of 10% per annum, calculated on the basis of a 360-day year and

the actual number of days elapsed, and mature six months from the date of issuance.

At any time while the Convertible Notes remain

outstanding, the holders may, at their option, elect to convert all or any portion of the aggregate principal amount outstanding

under the Convertible Notes, together with any accrued and unpaid interest owing thereon, into that number of common shares in the

capital of GNQ (“GNQ Common Shares”) as is equal to the quotient of (a) the aggregate principal amount outstanding under

the Convertible Notes, together with any accrued and unpaid interest owing thereon as of the date immediately prior to conversion,

divided by (b) a price per GNQ Common Share equal to 80% of the deemed price per GNQ Common Share as adjusted pursuant to the

exchange ratio set forth in the BCA (the “Conversion Price”).

Convertible Note shall be accompanied by a five-year Warrant to purchase GNQ Common Shares, with the number of GNQ Common Shares

determined by dividing (a) 100% of the principal amount of the Convertible Notes by (b) an assumed value for a GNQ Common Share to

be agreed upon by the parties based on a discount to the US$10.00 reference value of a share of SPAC Class A Common Stock as set forth

The Warrants are exercisable for a period of five years from the date of issuance, provided that, in the event that the Transaction

is effected in advance of such expiry date, immediately prior to the effective time of the Transaction, the holders may elect to exercise

the Warrants into GNQ Common Shares on a cashless basis.

The exercise price under the Warrants will be equal to the Conversion Price.

Support Agreement

Contemporaneously

with the execution of the BCA, the Company, GNQ and certain GNQ shareholders entered into a Shareholder Support Agreement, pursuant to

which, among other things, the GNQ shareholders party to such agreement agreed (i) to vote their GNQ shares in favor of the Arrangement

and other resolutions needed to consummate the Arrangement and the other Transactions, and, subject to limited exceptions, to not transfer

such shares, and (ii) to waive, and not to exercise, any dissent rights for GNQ shares in connection with the Arrangement.

The GNQ shareholders

party to the Shareholder Support Agreement collectively have a sufficient number of votes to approve the Arrangement.

Shareholder Support Agreement and all of its provisions will terminate and be of no further force or effect upon the earlier of (i) the

Closing, (ii) termination of the BCA pursuant to its terms, and (iii) a GNQ Modification in Recommendation made in connection with

a Superior Proposal.

Upon such termination of the Shareholder Support Agreement, all obligations of the parties under the Shareholder

Support Agreement will terminate;

provided, however, that such termination will not relieve any party thereto from liability arising

in respect of any breach of the Shareholder Support Agreement prior to such termination.

Support Agreement

Contemporaneously

with the execution of the BCA, the Company entered into a Sponsor Support Agreement with the Sponsor and GNQ, pursuant to which, among

other things, the Sponsor agreed (i) to vote its shares of SPAC Capital Stock in favor of the BCA and each of the Transaction Proposals,

and to not transfer such shares, (ii) not to redeem any of its shares of the Company capital stock in connection with the Transactions,

(iii) to waive its anti-dilution rights with respect to its shares of IB Acquisition common stock, under the IB Acquisition amended and

restated articles of incorporation, and (iv) to subject certain of its shares of the Company common stock to additional transfer restrictions

and other conditions set forth in the Sponsor Support Agreement.

Sponsor Support Agreement and certain of its provisions will terminate and be of no further force or effect upon the earlier to occur

of Closing and termination of the BCA pursuant to its terms and, if the BCA is terminated pursuant to its terms, all provisions of the

Sponsor Support Agreement will terminate and be of no further force or effect.

to the Closing, the Company will enter into separate Lock-Up Agreements (each a “Lock-Up Agreement”) with a number of

GNQ shareholders and Sponsor pursuant to which the securities of the Company and ExchangeCo held by such holders will be locked-up

and subject to transfer restrictions for a period of time following the Closing, as described below, subject to certain exceptions.

The securities held by such GNQ shareholders will be locked-up until the earlier of:

(i) six (6) months after the date of the

Closing, and (ii) subsequent to the Closing, the date on which SPAC consummates a liquidation, merger, capital stock exchange,

reorganization, or other similar transaction that results in all of SPAC’s stockholders having the right to exchange their

SPAC Common Stock for cash, securities or other property;

provided, that if the closing trading price of the SPAC Common Stock on

the stock exchange on which the SPAC Common Stock is listed exceeds US$12.00 per share (as adjusted for stock splits, stock

dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30-day Trading Day period, then

Holder shall have the right to sell 50% of its SPAC Common Stock subject to applicable regulatory restrictions, and if the closing

trading price of the SPAC Common Stock on the stock exchange on which the SPAC Common Stock is listed exceeds US$15.00 per share (as

adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any

30-day Trading Day period, then Holder shall have the right to sell an the remaining 50% of its SPAC Common Stock subject to

applicable regulatory restrictions.

of Operations

1 unchanged sentence

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

December 31, 2025, were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying

March 31, 2026, were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying

a target company for a Business Combination.

3 unchanged sentences

as well as for due diligence expenses.

the three months ended December 31, 2025, we had a net loss of $58,902, which consists of provision for income taxes of $32,191 and operating

the three months ended March 31, 2026, we had a net loss of $639,866, which consists of provision for income taxes of $28,791 and operating

costs of $748,177, partially offset by interest and dividends earned on cash and investments held in Trust Account of $137,102.

the three months ended December 31, 2024, we had a net income of $907,068, which consists of interest and dividends earned on cash and

investments held in Trust Account of $1,371,530, offset by operational costs of $176,441 and provision for income taxes of $288,021.

the three months ended March 31, 2025, we had a net income of $824,126, which consists of interest and dividends earned on cash and investments

held in Trust Account of $1,250,141, offset by operational costs of $163,485 and provision for income taxes of $262,530.

the six months ended March 31, 2026, we had a net loss of $698,768, which consists of provision for income taxes of $60,982 and operating

costs of $928,177, partially offset by interest and dividends earned on cash and investments held in Trust Account of $290,391.

the six months ended March 31, 2025, we had a net income of $1,731,194, which consists of interest and dividends earned on cash and investments

held in Trust Account of $2,621,671, offset by operational costs of $339,926 and provision for income taxes of $550,551.

That May Adversely Affect our Results of Operations

15 unchanged sentences

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

the three months ended December 31, 2025, cash used in operating activities was $1,050,581.

the six months ended March 31, 2026, cash used in operating activities was $1,316,431.

Net loss of $698,768 was affected by the interest

1 unchanged sentence

$327,272 of cash for operating activities.

the three months ended December 31, 2024, cash used in operating activities was $375,235.

Net income of $907,068 was affected by the

interest and dividends earned on cash and investments held in Trust Account of $1,371,530 and change in operating assets and liabilities

which provided $89,227 of cash for operating activities.

of December 31, 2025, we held cash and investments held in Trust Account of $16,043,483.

the six months ended March 31, 2025, cash used in operating activities was $1,119,424.

Net income of $1,731,194 was affected by the interest

and dividends earned on cash and investments held in Trust Account of $2,621,671 and change in operating assets and liabilities which

used $228,947 of cash for operating activities.

of March 31, 2026, we held cash and investments held in Trust Account of $8,188,994.

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.

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.

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 December 31, 2025, we had cash of $165,484 and restricted cash of $0.

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 March 31, 2026, we had cash of $4,634 and restricted cash of $0.

We intend to use the funds held outside the Trust Account primarily

29 unchanged sentences

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025.

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

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

26 unchanged sentences

Actual results could materially differ from those estimates.

not identified any critical accounting estimates as of December 31, 2025.

not identified any critical accounting estimates as of March 31, 2026.

Accounting Standards

26 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-Q

Item 2. Management’s Discussion and Analysis