What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-08 · 50 added, 44 removed, 106 unchanged (47% of the section changed)

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generated any revenues to date.

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.

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

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 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.

For the three months ended September 30, 2025,

we had net income of $2,346,020, which consisted of interest earned on marketable securities held in Trust Account of $2,475,639 offset

by general and administrative expenses of $129,619.

For the nine months ended September 30, 2025,

we had net income of $6,891,757, which consisted of interest earned on marketable securities held in Trust Account of $7,356,734, offset

by general and administrative expenses of $464,977.

For the period from September 11, 2024 (inception) through September 30, 2024, we had a net loss of $49,568, which consisted of general

and administrative expenses.

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 six months ended June 30, 2025, net cash

used in operating activities was $227,705.

For the nine months ended September 30, 2025,

net cash used in operating activities was $364,250.

Net income of $6,891,757 was offset by interest earned on marketable securities of

$7,356,734 and changes in operating assets and liabilities, which provided $100,727 of cash from operating activities.

At June 30, 2025, we had marketable securities

For the period from September 11, 2024 (inception) through September 30, 2024, net cash used in operating activities was $0.

loss of $49,568 was offset by formation costs (included in general and administrative costs) paid via issuance of founder shares of $8,148,

payment of general and administrative costs via promissory note of $36,420 and changes in operating assets and liabilities, which provided

$5,000 of cash from operating activities.

At September 30, 2025, we had marketable securities

held in the Trust Account of $240,215,212.

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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.

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.

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

At September 30, 2025, we had cash of $585,116

held outside of the Trust Account.

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.

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 September 30, 2025 and December

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

We do not believe we will need to raise additional

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In connection with our assessment of going concern

considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an

Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following

the completion of the initial public offering will enable it to sustain operations for a period of at least one year from the issuance

date of these unaudited condensed financial statements.

considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern,” management believes

that the funds which the Company has available following the completion of the initial public offering will enable it to sustain operations

for a period of at least one year from the issuance date of these unaudited condensed financial statements.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities,

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

which would be considered off-balance sheet arrangements as of September 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 and six months ended June 30, 2025, we incurred $30,000 and $60,000

For the three and nine months ended September 30, 2025, we incurred $30,000 and

$90,000 for these services, respectively.

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

At September 30, 2025 and December 31, 2024, we owed $97,000 and $7,000, respectively, for these

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 June 30,

As of September

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

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

Recent Accounting Pronouncements

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.

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 other recently

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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