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Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2025-11-06 · 104 added, 97 removed, 59 unchanged (77% of the section changed)

41 unchanged sentences

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 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 have neither engaged in

any operations nor generated any revenues to date.

Our only activities from September 11, 2024 (inception) through March 31, 2026 were

organizational activities, those necessary to prepare for the Initial Public Offering, discussed 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 expenses.

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.

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 three months ended

March 31, 2026, we had net income of $1,969,083, which consists of interest earned on marketable securities held in the Trust Account

of $2,137,355 offset by general and administrative expenses of $168,272.

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.

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 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 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.

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.

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.

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

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 Units, a total of $232,300,000 was placed

in the Trust Account.

For the three months ended

March 31, 2026, net cash used in operating activities was $128,309.

Net income of $1,969,083 was offset by interest earned on marketable

securities of $2,137,355 and changes in operating assets and liabilities, which provided $39,963 of cash from operating activities.

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, 2026, we had

marketable securities held in the Trust Account of $244,680,543.

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 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

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, 2026, we had

cash of $393,467 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, 2026 and December 31, 2025, 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.

7 unchanged sentences

Going Concern

In connection with our assessment of going concern

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.

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 March 31, 2026, 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 September 30, 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.

We have no obligations, assets

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

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

Contractual Obligations

We do not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $10,000 per month for

office space and administrative and support services.

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

$90,000 for these services, respectively.

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

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, 2024.

As of September

30, 2025 and December 31, 2024, no Business Combination Marketing Fee has been incurred or recorded.

We do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of

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

For the three months ended March 31, 2026 and 2025 we incurred

$30,000 for these services.

At March 31, 2026 and December 31, 2025, we owed $157,000 and $127,000, 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 March 31, 2026 and December 31, 2025, no Business Combination Marketing Fee has been incurred or recorded.

Critical Accounting Estimates

The preparation of unaudited condensed 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 unaudited condensed financial statements, and income and expenses during the periods reported.

The preparation of unaudited

condensed 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.

results could materially differ from those estimates.

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

At March 31, 2026, 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

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

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

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

unaudited condensed 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-Q

Item 2. Management’s Discussion and Analysis