What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-15 · 107 added, 84 removed, 193 unchanged (50% of the section changed)

21 unchanged sentences

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.

in the forward-looking statements, including but not limited to:

the inability to consummate the GNQ Business Combination within the

Combination Period;

further stockholder redemptions reducing the funds available in the Trust Account;

financing shortfalls and the Company’s

inability to obtain additional capital on acceptable terms;

the Company’s going-concern risk and limited cash outside the Trust

ineffective disclosure controls and procedures and potential material weaknesses in internal control over financial reporting;

the complexity of the cross-border and exchangeable-share structure of the proposed Business Combination;

dilution from the Bridge Financing,

convertible notes, and warrants;

and that the other conditions of the Proposed Business Combination are not satisfied.

For information

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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

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

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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.

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”

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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

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

GNQ 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”).

GNQ 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.

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

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

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 in the BCA.

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.

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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.

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

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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.

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 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

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

June 30, 2026, were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying

a target company for a Business Combination.

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as well as for due diligence expenses.

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

the three months ended June 30, 2026, we had a net loss of $567,166, which consists of provision for income taxes of $15,222 and general

and administrative expenses of $624,429, partially offset by interest and dividends earned on cash and investments held in Trust Account

the three months ended June 30, 2025, we had a net income of $818,610, which consists of interest and dividends earned on cash and investments

held in Trust Account of $1,254,202, offset by operational costs of $172,210 and provision for income taxes of $263,382.

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

the nine months ended June 30, 2026, we had a net loss of $1,265,934, which consists of provision for income taxes of $76,204 and general

and administrative expenses of $1,552,606, partially offset by interest and dividends earned on cash and investments held in Trust Account

the nine months ended June 30, 2025, we had a net income of $2,549,804, which consists of interest and dividends earned on cash and investments

held in Trust Account of $3,875,873, offset by operational costs of $512,136 and provision for income taxes of $813,933.

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

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

the nine months ended June 30, 2026, cash used in operating activities was $1,790,904.

Net loss of $1,265,934 was affected by the interest

and dividends earned on cash and investments held in Trust Account of $290,391 and change in operating assets and liabilities which used

and dividends earned on cash and investments held in Trust Account of $362,876 and change in operating assets and liabilities which provided

$162,094 of cash for operating activities.

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

the nine months ended June 30, 2025, cash used in operating activities was $1,260,781.

Net income of $2,549,804 was affected by the interest

1 unchanged sentence

used $65,288 of cash for operating activities.

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

of June 30, 2026, we held cash and investments held in Trust Account of $8,261,479.

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

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other acquisitions and pursue our growth strategies.

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

of June 30, 2026, we had cash of $30,161 and restricted cash of $0.

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

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or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination

are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business

Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated

to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional

securities or incur debt in connection with such Business Combination.

the period ended June 30, 2026, the Sponsor loaned the Company $500,000 on a non-interest bearing, due-on-demand basis.

As of June 30,

2026, the total amount due to Sponsor was $500,000 (see Note 5).

Additional Sponsor funding is not committed and is at the Sponsor’s

of June 30, 2026, the Company had $30,161 in cash, $0 in restricted cash and a working capital deficit of $2,190,878.

In connection with

the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting

Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about

an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity

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

statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans.

These conditions raise

substantial doubt about the Company’s ability to continue as a going concern.

Management plans to address this uncertainty through

a Business Combination.

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 financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial

6 unchanged sentences

Management plans to address this uncertainty

through a Business Combination.

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 financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

by seeking additional Sponsor loans, pursuing third-party financing including through the Bridge Financing and potential PIPE investments,

and consummating the Business Combination by September 28, 2026.

If the Company is unable to consummate the Business Combination or another

initial business combination within the Combination Period, which currently expires on September 28, 2026, the Company will be required

to cease operations, redeem the Public Shares, and liquidate.

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 financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

Sheet Financing Arrangements

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

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

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.

have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or

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Actual results could materially differ from those estimates.

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

not identified any critical accounting estimates as of June 30, 2026.

Accounting Standards

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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