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Item 2. Management’s Discussion and Analysis

2025-08-08 compared with 2025-05-08 · 53 added, 43 removed, 97 unchanged (50% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

References in this report (this “Quarterly

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We are a blank check company incorporated in the

Cayman Islands on September 11, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,

share purchase, reorganization or other similar business combination with one or more businesses (“Business Combination”).

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

We expect to continue to incur significant

costs in the pursuit of our acquisition plans.

Cayman Islands on September 11, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share

purchase, reorganization or other similar business combination with one or more businesses (“Business Combination”).

to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private

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

We expect to continue to incur significant costs

in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business Combination will be successful.

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generated any revenues to date.

Our only activities from September 11, 2024 (inception) through March 31, 2025 were organizational

activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business

Our only activities from September 11, 2024 (inception) through June 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.

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company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2025, we

had net income of $2,227,401, which consisted of interest earned on marketable securities held in Trust Account of $2,433,722, offset

by operational costs of $206,321.

For the three months ended June 30, 2025, we had

net income of $2,318,336, which consisted of interest earned on marketable securities held in Trust Account of $2,447,373, offset by general

and administrative expenses of $129,037.

For the six months ended June 30, 2025, we had

net income of $4,545,737, which consisted of interest earned on marketable securities held in Trust Account of $4,881,095, offset by general

and administrative expenses of $335,358.

Liquidity and Capital Resources

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We incurred transaction costs of $5,157,741, consisting of $4,600,000 of cash underwriting fee and $557,741 of other offering costs.

For the three months ended March 31, 2025, net cash used in operating activities was $193,398.

Net income of $2,227,401 was offset by

interest earned on marketable securities of $2,433,722 and changes in operating assets and liabilities, which provided $12,923 of cash

from operating activities.

At March 31, 2025, we had investments held in

the Trust Account of $235,292,200.

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

interest earned on the Trust Account, which interest shall be net of taxes payable, if any, to complete an initial Business Combination.

For the six months ended June 30, 2025, net cash

used in operating activities was $227,705.

Net income of $4,545,737 was offset by interest earned on marketable securities of $4,881,095

and changes in operating assets and liabilities, which provided $107,653 of cash from operating activities.

At June 30, 2025, we had marketable securities

held in the Trust Account of $237,739,573.

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

representing interest earned in the Trust Account, which interest shall be net of taxes payable, if any, to complete an initial Business

We may withdraw interest from the Trust Account to pay taxes, if any.

To the extent that our share capital or debt is used, in whole or

in part, as consideration to complete a 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.

At March 31, 2025, we had cash of $755,968 held

To the extent that our share capital or debt is used,

in whole or in part, as consideration to complete a 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.

At June 30, 2025, we had cash of $721,661 held

outside of the Trust Account.

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structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies

or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers

and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”).

If we complete a

Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us.

In the event that a Business

Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but

no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such Working Capital Loans for each such person

may be convertible into Units of the post-Business Combination entity at a price of $10.00 per Unit.

At March 31, 2025 and December

31, 2024, no amounts were outstanding under the Working Capital Loans.

In order to fund working capital

deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or

certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital

If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account

released to us.

In the event that a Business Combination does not close, we may use a portion of the working capital held outside

the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment.

$1,500,000 of such Working Capital Loans for each such person may be convertible into Units of the post-Business Combination entity

at a price of $10.00 per Unit.

At June 30, 2025 and December 31, 2024, no amounts were outstanding under the Working Capital

We do not believe we will need to raise additional

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We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of March 31, 2025.

which would be considered off-balance sheet arrangements as of June 30, 2025.

We do not participate in transactions that create relationships

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office space and administrative and support services.

For the three months ended March 31, 2025, we incurred $30,000 for these services.

At March 31, 2025 and December 31, 2024, we owed $37,000 and $7,000, respectively, for these services.

For the three and six months ended June 30, 2025, we incurred $30,000 and $60,000

for these services, respectively.

At June 30, 2025 and December 31, 2024, we owed $67,000 and $7,000, respectively, for these services.

We have engaged Roth as an advisor in connection

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aggregate of up to $9,200,000 after the underwriters exercised their over-allotment option in full on December 11, 2024.

As of March 31,

As of June 30,

2025 and December 31, 2024, no Business Combination Marketing Fee has been incurred or recorded.

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results could materially differ from those estimates.

At March 31, 2025, we have not identified any critical accounting estimates.

At June 30, 2025, we have not identified any critical accounting estimates.

Recent Accounting Pronouncements

Management does not believe that any recently

In November 2024, the FASB issued Accounting

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

Disclosures (Subtopic 220-40):

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.

is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with

early adoption permitted.

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

Management does not believe that any other recently

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial

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