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Item 2. Management’s Discussion and Analysis

2025-11-12 compared with 2025-08-14 · 98 added, 73 removed, 82 unchanged (68% of the section changed)

Management’s Discussion and

Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking

All statements other than statements of historical

fact included in this Report including, without limitation, statements under this Item regarding our financial position, business strategy

and the plans and objectives of Management for future operations, are forward-looking statements.

When used in this Report, words such

as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions,

as they relate to us or our Management, identify forward-looking statements.

Such forward-looking statements are based on the beliefs

of our Management, as well as assumptions made by, and information currently available to, our Management.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in

this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations

and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking

statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.

When used in this Report, words

such as “may,” “should,” “could,” “would,” “anticipate,” “believe,”

“estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify

forward-looking statements.

We have based these forward-looking statements on our Management’s current expectations and projections

about future events, as well as assumptions made by, and information currently available to our Management.

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

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 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.

“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 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.

assure you that our plans to complete a Business Combination will be successful.

Results of Operations

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generated any revenues to date.

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

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

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

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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

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 September 30, 2025,

we had a net income of $3,011,127, which consists of income on investments held in the Trust Account of $3,189,092, offset by loss from

operations of $177,965.

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

For the nine months ended September 30, 2025,

we had a net income of $7,527,658, which consists of income on investments held in the Trust Account of $8,073,457, offset by loss from

operations of $545,799.

For the period from July 2, 2024 (inception) through September 30, 2024, we have a net loss of $45,173, which consists of 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 six months ended June 30, 2025, cash

used in operating activities was $590,306.

For the nine months ended September 30, 2025,

cash used in operating activities was $715,102.

Net income of $7,527,658 was affected by interest earned on investments held in the Trust

Account of $8,073,457 and payment of operation costs through promissory note of $48,000.

Changes in operating assets and liabilities used

$217,303 of cash for operating activities.

For the period from July 2, 2024 (inception) through

September 30, 2024, cash used in operating activities was $0.

Net income of $45,173 was affected by payment of formation costs through

promissory note of $8,953 and payment of operation costs through promissory note of $31,220.

Changes in operating assets and liabilities

used $5,000 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.

We may withdraw interest from the Trust Account to pay

taxes, if any.

As of September 30, 2025 and December 31, 2024,

we had investments held in the Trust Account of $297,010,957 and $0, respectively.

We may withdraw interest from the Trust Account to

pay taxes, if any.

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

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growth strategies.

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

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

As of September 30, 2025 and December 31, 2024,

we had cash of $711,443 and $0, respectively.

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, 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.

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

Business Combination.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities,

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

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.

Contractual obligations

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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.

Critical Accounting Policies

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 Estimates and

The preparation of unaudited condensed financial

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We have identified the following critical accounting policies:

Use of Estimates

The preparation of the unaudited condensed financial

statements and related disclosures included in this Report under Item 1.

“Financial Statements” in conformity with GAAP requires

Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the

disclosure of contingent assets and liabilities, in our unaudited condensed financial statements.

These accounting estimates require the

use of assumptions about matters, some of which are highly uncertain at the time of estimation.

Management bases its estimates on historical

experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis

for making judgments, and we evaluate these estimates on an ongoing basis.

To the extent actual experience differs from the assumptions

used, our unaudited condensed financial statements and related disclosures included in this Report under Item 1.

“Financial Statements”

could be materially affected.

We believe that the following accounting policies involve a higher degree of judgment and complexity.

Emerging Growth Company

Section 102(b)(1) of the JOBS Act exempts emerging

growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those

that have not had a registration statement under the Securities Act) declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but

any such election to opt out is irrevocable.

We have elected not to opt out of such extended transition period, which means that when

a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,

can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our

unaudited condensed financial statements and related disclosures included in this Report under Item 1.

Statements” with another public company, which is neither an emerging growth company nor an emerging growth company that has opted

out of using the extended transition period, difficult or impossible because of the potential differences in accounting standard used.

Class A Shares Subject to Possible Redemption

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will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Net Income Per Ordinary Share

Net Income (Loss) 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

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

value approximates fair value.

Net income (loss) per ordinary share is computed by dividing net

income (loss) 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.

Recent Accounting Pronouncements

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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