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Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-15 · 59 added, 85 removed, 96 unchanged (60% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

Management’s Discussion and

Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking

All statements other than statements of historical

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Actual results could differ

materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety

by this paragraph.

The following discussion and analysis of our financial

condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto

included in this Report under Item 1.

materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the

All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their

entirety by this paragraph.

The following discussion and analysis of our

financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the

notes thereto included in this Report under Item 1.

“Financial Statements”.

We are a blank check company incorporated in the

Cayman Islands on July 2, 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.

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 are a blank check company incorporated in

the Cayman Islands on July 2, 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.

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.

In 2024, the SEC adopted new rules and

regulations for special purpose acquisition companies (“SPACs”), which became effective on July 1, 2024 (the “2024 SPAC

The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons;

(ii) additional disclosures relating to SPAC Business Combination transactions; (iii) additional disclosures relating to dilution

and to conflicts of interest involving sponsors and their affiliates in connection with proposed Business Combination transactions;

additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions;

and (v) the requirement that both the SPAC and its target company be co-registrants in connection with registration statements relating

to proposed Business Combination transactions.

In addition, the SEC’s adopting release provided guidance describing circumstances

in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business

purpose, and the activities of the SPAC and its management team.

The 2024 SPAC Rules may materially affect our ability to negotiate and

complete our initial Business Combination and may increase the costs and time related thereto.

Results of Operations

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generated any revenues to date.

Our only activities from July 2, 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 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 March 31, 2025, we

had a net income of $1,601,840, which consists of income on investments held in the Trust Account of $1,792,415, offset by loss from operations

Our only activities from July 2, 2024 (inception) through June 30, 2025 have been (i) organizational

activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition

candidates and activities in connection with the initial Business Combination.

We will not generate any operating revenues until after

completion of our initial Business Combination.

We have generated non-operating income in the form of interest income on investments

held in the Trust Account after the Initial Public Offering.

We expect to incur increased expenses as a result of being a public company

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

For the three months ended June 30, 2025, we

had a net income of $2,914,691, which consists of income on investments held in the Trust Account of $3,091,950, offset by loss from

operations of $177,259.

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

a net income of $4,516,531, which consists of income on investments held in the Trust Account of $4,884,365, offset by loss from operations

Liquidity and Capital Resources

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We incurred $16,427,868 in Initial Public Offering related costs, including $15,812,500 of underwriting fees and $615,368 of other costs.

For the three months ended March 31, 2025, cash

For the six months ended June 30, 2025, cash

used in operating activities was $590,306.

Net income of $1,601,840 was affected by interest earned on investments held in the Trust Account

of $1,792,415 and payment of operation costs through promissory note of $48,000.

Changes in operating assets and liabilities used $249,418

of cash for operating activities.

As of March 31, 2025 and December 31, 2024, we

Net income of $4,516,531 was affected by interest earned on investments held in the Trust

Account of $4,884,365 and payment of operation costs through promissory note of $48,000.

Changes in operating assets and liabilities

used $270,472 of cash for operating activities.

As of June 30, 2025 and December 31, 2024, we

had investments held in the Trust Account of $293,821,865 and $0, respectively.

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growth strategies.

As of March 31, 2025 and December 31, 2024, we

As of June 30, 2025 and December 31, 2024, we

had cash of $836,239 and $0, respectively.

1 unchanged sentence

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, and structure, negotiate and complete a Business Combination.

locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of

prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies

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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 may be convertible into private placement units at a price of $10.00 per unit, at the option of the lender.

Up to $1,500,000

of such Working Capital Loans may be convertible into private placement units at a price of $10.00 per unit, at the option of the lender.

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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Of the deferred underwriting commissions, (i) $0.275 per unit sold in the Initial Public Offering shall be paid to the underwriters in

cash and (ii) up to $0.075 per unit sold in the Initial Public Offering shall be paid to the underwriters in cash, provided that the Company

has the right to reallocate any portion of such amount for the payment of expenses in connection with such initial Business Combination.

cash and (ii) up to $0.075 per unit sold in the Initial Public Offering shall be paid to the underwriters in cash, provided that the

Company has the right to reallocate any portion of such amount for the payment of expenses in connection with such initial Business Combination.

Critical Accounting Policies

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We have identified the following critical accounting policies:

Class A Shares Subject to Possible

The public shares contain a redemption

feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder

Class A Shares Subject to Possible Redemption

The public shares contain a redemption feature

which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder

vote or tender offer in connection with the Company’s initial Business Combination.

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Net Income Per Ordinary Share

The Company complies with accounting

and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per ordinary share is computed by dividing

net income by the weighted average number of ordinary shares outstanding for the period.

The Company has two classes of ordinary shares,

which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between

the two classes of shares.

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as

the redemption value approximates fair value.

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per ordinary share is computed by dividing net income

by the weighted average number of ordinary shares outstanding for the period.

The Company has two classes of ordinary shares, which are

referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption

value approximates fair value.

Recent Accounting Pronouncements

Management does not believe that any

recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited

condensed financial statement.

In November 2023, the FASB issued ASU 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures,

on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker

(“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the

reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities

will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single

reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures

in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within

fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 on July 2, 2024, date

of incorporation.

Management does not believe that any recently

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

financial statements.

Quantitative and Qualitative Disclosures

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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