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Item 7. Management’s Discussion and Analysis

2026-03-20 compared with 2025-03-18 · 122 added, 113 removed, 29 unchanged (89% 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 to the “Company,”

1 unchanged sentence

The following discussion and analysis

of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial

statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary Data” of this

Annual Report on Form 10-K.

of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements

and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary Data” of this Annual

Report on Form 10-K.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

4 unchanged sentences

We are a blank check company

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

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

to effectuate our Business Combination using cash derived from the proceeds of the IPO 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.

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.

We cannot assure you that our plans to complete a Business Combination

will be successful.

Results of Operations

We have neither engaged in any operations nor

generated any revenues to date.

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

activities, those necessary to prepare for the IPO, described below, and identifying a target company for a Business Combination.

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.

For the period from September 11, 2024 (inception)

through December 31, 2024, we had a net income of $381,082, which consisted of interest earned on marketable securities held in the

Trust Account of $558,478, offset by operating expenses of $177,396.

We have neither engaged in

any operations nor generated any revenues to date.

Our only activities from September 11, 2024 (inception) through December 31,

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 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

For the year ended December 31, 2025, we had net income of $9,115,597,

which consists of interest earned of marketable securities held in the Trust Account of $9,684,710, offset by general and administrative

expenses of $569,113.

For the period from September

11, 2024 (inception) through December 31, 2024, we had a net income of $381,082, which consisted of interest earned on marketable

securities held in the Trust Account of $558,478, offset by operating expenses of $177,396.

Liquidity and Capital Resources

On December 11, 2024, we consummated the Initial Public Offering of

23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units,

at $10.00 per Unit, generating gross proceeds of $230,000,000.

Simultaneously with the closing of the Initial Public Offering, we consummated

the sale of 840,000 Private Placement Unit at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor and Roth

Capital Partners, LLC, representative of the underwriters (“Roth”), generating gross proceeds of $8,400,000.

On December 11, 2024, we

consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment

option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000.

Simultaneously with the closing

of the Initial Public Offering, we consummated the sale of 840,000 Private Placement Units at a price of $10.00 per Private Placement

Unit in a private placement to the Sponsor and Roth Capital Partners, LLC, representative of the underwriters (“Roth”), generating

gross proceeds of $8,400,000.

Following the Initial Public

Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Unit, a total of $232,300,000 was placed

Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $232,300,000 was placed

in the Trust Account.

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

offering costs.

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 year ended December 31,

2025, net cash used in operating activities was $427,590.

Net income of $9,115,597 was offset by interest earned on marketable securities

of $9,684,710 and changes in operating assets and liabilities, which provided $141,523 of cash from operating activities.

For the period from September

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used $194,005 of cash from operating activities.

At December 31, 2024, we had investments held

in the Trust Account of $232,858,478.

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 our Business Combination.

At December 31, 2025,

we had marketable securities held in the Trust Account of $242,543,188.

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 Combination.

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 December 31, 2024, we had cash of $949,366

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 December 31, 2024, no amounts

were outstanding under the Working Capital Loans.

We do not believe we will need to raise additional

funds in order to meet the expenditures required for operating our business.

However, 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 initial Business Combination.

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 completion of our Business Combination, in which case we may issue additional securities or incur debt in connection

with such Business Combination.

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 December 31, 2025,

we had cash of $521,776 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.

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.

31, 2025 and 2024, no amounts were outstanding under the Working Capital Loans.

We may need to raise additional funds in order to meet the expenditures

required for operating our business.

However, 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 initial Business Combination.

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 completion of our Business

Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Going Concern

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 financial statements.

In connection with the Company’s

assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern,”

as of December 31, 2025, the Company has determined that mandatory liquidation and subsequent dissolution, should the Company be unable

to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern.

has until December 11, 2026 to consummate a Business Combination.

Additionally, the expectation of significant future costs raises substantial

doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

plans to address this uncertainty through debt or equity financing.

There is no assurance that our plans to raise capital or to consummate

a business combination will be successful within the Completion Window.

If a Business Combination is not consummated by this date, there

will be a mandatory liquidation and subsequent dissolution.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of December 31, 2024.

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.

We have not entered into any off-balance sheet financing arrangements,

established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We have no obligations, assets

or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025.

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.

We have not entered into any off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased

any non-financial assets.

Contractual Obligations

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$10,000 per month for office space and administrative and support services.

As of December 31, 2024, the Company incurred $7,000 of administrative

services fees which was included in accrued expenses in the accompanying balance sheet.

The Company has engaged Roth as an advisor in

connection with its Business Combination.

The Company will pay Roth a cash fee for such services upon the consummation of its initial

Business Combination in an amount up to 4.0% of the gross proceeds of the Initial Public Offering, an aggregate of up to $9,200,000 after

the underwriters exercised their over-allotment option in full on December 11, 2024.

As of December 31, 2024, no Business Combination

Marketing Fee has been incurred or recorded.

For the year ended December 31, 2025 and for the period from

September 11, 2024 (inception) through December 31, 2024, we incurred $120,000 and $7,000, respectively, for these services.

31, 2025 and 2024, we owed $127,000 and $7,000, respectively, for these services.

We have engaged Roth as an

advisor in connection with its Business Combination.

We will pay Roth a cash fee (the “Business Combination Marketing Fee”)

for such services upon the consummation of its initial Business Combination in an amount up to 4.0% of the gross proceeds of the Initial

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

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

Critical Accounting Estimates

The preparation of financial statements and related

disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date

of the financial statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

The preparation of financial

statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets

and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could materially

differ from those estimates.

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

Recent Accounting Pronouncements

In August 2020, the FASB issued

Accounting Standards Update (“ASU”) No.

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):

Accounting for Convertible Instruments and Contracts in an Entity’s

Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required

under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the

derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The provisions of ASU 2020-06

are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning

after December 15, 2020.

The Company adopted ASU 2020-06 during the period of the audit on a prospective basis.

The adoption of ASU 2020-06

has not had a material impact on the Company’s consolidated financial statements and disclosures.

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 financial statements.

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.

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.

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

financial statements.

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