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Item 2. Management’s Discussion and Analysis

2026-08-13 compared with 2026-05-14 · 126 added, 42 removed, 121 unchanged (58% of the section changed)

26 unchanged sentences

Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We are a blank check company, incorporated on July 26, 2024 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to a business combination with us.

We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the private units, our shares, debt or a combination of cash, shares and debt.

We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the private units, our common equity or any preferred equity that we may create in accordance with the terms of our charter documents, debt, or a combination of cash, common or preferred equity and debt.

We are a blank check company, incorporated on July 26,

2024 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization

or similar business combination with one or more businesses or entities.

We intend to effectuate our initial business combination using

cash from the proceeds of the IPO and the sale of the private units, our common equity or any preferred equity that we may create in accordance

with the terms of our charter documents, debt, or a combination of cash, common or preferred equity and debt.

The issuance of additional ordinary shares or the creation of one or more classes of preference shares during our initial business combination:

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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

As indicated in the accompanying unaudited

condensed financial statements as of March 31, 2026 and December 31, 2025, we had $2,802,146 and $3,108,288 in cash and cash

equivalents, respectively, $235,300,119 and $233,253,391 of treasury securities held in the Trust Account, respectively, and working

capital of $2,288,673 and $2,973,730, respectively.

Further, we expect to incur significant costs in the pursuit of our acquisition

We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

These factors, among others, raise substantial doubt about our ability to continue as a going concern.

As indicated in the accompanying unaudited condensed

financial statements as of June 30, 2026 and December 31, 2025, we had $2,469,590 and $3,108,288 in cash and cash equivalents, respectively,

$237,411,325 and $233,253,391 of treasury securities held in the Trust Account, respectively, and working capital of $1,705,532 and $2,973,730,

respectively.

Further, we expect to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans

to raise capital or to complete our initial business combination will be successful.

These factors, among others, raise substantial doubt

about our ability to continue as a going concern.

Results of Operations and Known Trends or Future Events

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After the IPO, we expect to incur increased 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, 2026, we had net income of $1,343,177.

Net income was comprised of $2,046,728 of interest income on Trust Account and $25,475 of interest income on money market mutual fund, offset by $689,750 of general and administrative expenses, $18,493 of insurance expense and $20,783 of listing fees.

For the three months ended March 31, 2025, we had net loss of $31,587.

Net loss was comprised of $31,587 of formation, general and administrative expenses.

For the three months ended June 30, 2026, we had

net income of $1,509,367.

Net income was comprised of $2,111,206 of interest income on Trust Account and $21,835 of interest income on

money market mutual fund, offset by $583,725 of general, formation, and administrative expenses, $18,699 of insurance expense and $21,250

of listing fees.

For the six months ended June 30, 2026, we had

net income of $2,852,544.

Net income was comprised of $4,157,934 of interest income on Trust Account and $47,310 of interest income on

money market mutual fund, offset by $1,273,475 of general, formation, and administrative expenses, $37,192 of insurance expense and $42,033

of listing fees.

For the three and six months ended June 30, 2025

we had net loss of $60,675 and $92,262, respectively.

Net loss was comprised of $60,675 and $92,262 of general, formation, and administrative

expenses, respectively.

Liquidity and Capital Resources

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Transaction costs amounted to $14,245,395, consisting of $4,600,000 of cash underwriting fee, up to $9,200,000 of deferred underwriting fee (based on the percentage of funds remaining in the Trust Account after redemptions of public shares in accordance with the Underwriting Agreement between the Company and CCM), and $445,395 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of

the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination.

27 unchanged sentences

Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

As of March 31, 2026 and December 31, 2025, we had $2,802,146 and $3,108,288 in cash and cash equivalents, respectively, and working capital of $2,288,673 and $2,973,730 respectively.

As of June 30, 2026 and December 31, 2025, we

had $2,469,590 and $3,108,288 in cash and cash equivalents, respectively, and working capital of $1,705,532 and $2,973,730 respectively.

We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans.

Our plans to raise capital and to consummate our initial business combination may not be successful.

These factors among others raise substantial doubt about our ability to continue as a going concern.

Our plans to raise capital and

to consummate our initial business combination may not be successful.

These factors among others raise substantial doubt about our ability

to continue as a going concern.

Related Party Transactions

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Promissory Note — Related Party

The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”).

The Promissory Note was non-interest bearing, unsecured and due at the earlier of (i) the closing of the Initial Public Offering or (ii) the date which the Company determines not to proceed with the Initial Public Offering.

The Promissory Note was repaid in full on August 28, 2025 from the proceeds of the Initial Public Offering and private placement.

Prior to repayment, the Company had borrowed $270,394, under the Promissory Note.

The Company paid $272,716 to the Sponsor, resulting in an overpayment of $2,322 that was recorded as a related party receivable and repaid in full as of December 31, 2025.

The Promissory note is no longer available for drawdown subsequent to the close of the Initial Public Offering.

Accordingly, no amounts are outstanding under the Promissory Note as of March 31, 2026 and December 31, 2025.

The Sponsor agreed to loan the Company an aggregate

of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”).

The Promissory

Note was non-interest bearing, unsecured and due at the earlier of (i) the closing of the Initial Public Offering or (ii) the date which

the Company determines not to proceed with the Initial Public Offering.

The Promissory Note was repaid in full on August 28, 2025 from

the proceeds of the Initial Public Offering and private placement.

Prior to repayment, the Company had borrowed $270,394, under the Promissory

The Company paid $272,716 to the Sponsor, resulting in an overpayment of $2,322 that was recorded as a related party receivable

and repaid in full as of December 31, 2025.

The Promissory note is no longer available for drawdown subsequent to the close of the Initial

Public Offering.

Accordingly, no amounts are outstanding under the Promissory Note as of June 30, 2026 and December 31, 2025.

Due to Related Party

The Sponsor transferred $35,000 in cash to the Company during the three months ended March 31, 2026.

The Sponsor transferred $35,000 in cash to the

Company during the six months ended June 30, 2026.

As such, the due to related party balance is $35,000.

The Company intends to repay the amount in full to the Sponsor.

No amounts are due to related party as of December 31, 2025.

The Company intends to repay

the amount in full to the Sponsor.

No amounts were due to related party as of December 31, 2025.

Administrative Services Agreement

Commencing on the effective date of the Registration Statement, the Company entered into an agreement with our Sponsor to pay an aggregate of $30,000 per month for company administration, office space, utilities, and secretarial and administrative support.

Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $30,000 per month fee.

For the three months ended March 31, 2026 and 2025, the Company recorded $90,000 and $0, respectively, and has paid $213,871 and $123,871 under the agreement as of March 31, 2026 and December 31, 2025, respectively, resulting in no amounts outstanding.

Commencing on the effective date of the Registration

Statement, the Company entered into an agreement with our Sponsor to pay an aggregate of $30,000 per month for company administration,

office space, utilities, and secretarial and administrative support.

Upon completion of the initial Business Combination or the liquidation,

the Company will cease paying the $30,000 per month fee.

For the three months ended June 30, 2026 and 2025, the Company recorded

$90,000 and $0, respectively, and paid $90,000 and $0, respectively under the agreement for the period.

For the six months ended June 30,

2026 and 2025, the Company recorded $180,000 and $0, respectively, and paid $180,000 and $0, respectively under the agreement for the

As of June 30, 2026 and December 31, 2025, no amounts were outstanding under the agreement.

Consulting Agreements

On November 10, 2025, the Company entered into consulting agreements with Ryan Gentry and Vikas Mittal (the “Consulting Agreements”) pursuant to which Mr.

On November 10, 2025, the Company entered into

consulting agreements with Ryan Gentry and Vikas Mittal (the “Consulting Agreements”) pursuant to which Mr.

Gentry and Mr.

Mittal agreed to provide the Company with consulting services, which may include but are not limited to, assisting with analysis and advice regarding the potential investment opportunities for special purpose acquisition companies, accounting and bookkeeping, and administrative support.

Mittal agreed to provide the Company with consulting services, which may include but are not limited to, assisting with analysis and

advice regarding the potential investment opportunities for special purpose acquisition companies, accounting and bookkeeping, and administrative

Pursuant to the terms of the Consulting Agreements, Mr.

Gentry is entitled to a consulting fee of $12,500 per month and Mr.

Gentry is entitled to a consulting fee of $12,500 per month plus expense

reimbursement and Mr.

Mittal is entitled to a consulting fee of $17,500 per month, payable at the end of each monthly period.

The Consulting Agreements will terminate automatically upon completion of a business combination by the Company, unless sooner terminated by either party subject to the terms and conditions therein.

For the three months ended March 31, 2026, the Company incurred $87,650 and paid $60,000, resulting in an outstanding balance of $27,650 under the Consulting Agreements as of March 31, 2026.

The Consulting

Agreements will terminate automatically upon completion of a business combination by the Company, unless sooner terminated by either

party subject to the terms and conditions therein.

For the three months ended June 30, 2026, the Company incurred $95,045 and paid $92,695

and for the six months ended June 30, 2026, the Company incurred $182,695 and paid $152,695, resulting in an outstanding balance of $30,000

under the Consulting Agreements as of June 30, 2026 which is recorded to consulting services payable – related party on the condensed

balance sheets.

No amounts were outstanding as of December 31, 2025.

Consulting Services Agreement

On March 18, 2026, the Audit Committee approved

the substitution of Samara Capital Advisors, LLC (“SCA”) for Meteora Capital, LLC as the Company’s consulting services

provider under the Company’s previously approved consulting arrangement, with SCA serving as contracting and payroll-processing

agent for consulting personnel supporting the Company’s financial analysis, accounting, SEC reporting, transaction readiness, investor

relations and Business Combination activities.

SCA’s principals include Vikas Mittal, the Company’s Co-CEO and CFO, making

SCA a related party under Item 404 of Regulation S-K.

Amounts paid to SCA are direct pass-through reimbursement of staffing costs under

the previously approved rate card, which was not modified by the substitution.

For the three and six months ended June 30, 2026, the

Company incurred $100,408 and paid $51,035, resulting in an outstanding balance of $49,373 as of June 30, 2026 which is recorded to consulting

services payable – related party on the condensed balance sheets.

No amounts were outstanding as of December 31, 2025.

Related Party Loans

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Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

As of March 31, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

No unaudited quarterly operating data is included in this Quarterly Report as we have not conducted any operations to date.

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

obligations, operating lease obligations or long-term liabilities, other than as follows:

Administrative Services Agreement

Commencing on the effective date of the Registration

Statement, we entered into an agreement with our Sponsor to pay an aggregate of $30,000 per month for company administration, office space,

utilities, and secretarial and administrative support.

Upon completion of the initial Business Combination or the liquidation, we will

cease paying the $30,000 per month fee.

For the three months ended June 30, 2026 and 2025, we recorded $90,000 and $0, respectively,

and paid $90,000 and $0, respectively under the agreement for the period.

For the six months ended June 30, 2026 and 2025, we recorded

$180,000 and $0, respectively, and paid $180,000 and $0, respectively under the agreement for the period.

As of June 30, 2026 and December

31, 2025, no amounts were outstanding under the agreement.

Underwriting Agreement

We granted the underwriter a 45-day option from

the date of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments.

On August 28, 2025,

the underwriters fully exercised their over-allotment option to purchase an additional 3,000,000 Units.

The underwriter was paid a cash underwriting discount

of 2.00% of the gross proceeds of the units offered in the Initial Public Offering, or $4,600,000 in the aggregate.

The underwriter used

$3,162,500 of such funds to purchase 316,250 Private Units at $10.00 per Private Unit.

Additionally, the underwriter is entitled to a

deferred underwriting discount of 4.00% of the gross proceeds of the Initial Public Offering held in the Trust Account (based on the

percentage of funds remaining in the Trust Account after redemptions of Public Shares in accordance with the Underwriting Agreement between

the Company and CCM), or $9,200,000.

The deferred fee will become payable to the Underwriter from the amounts held in the Trust Account

solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Estimates

1 unchanged sentence

Actual results could materially differ from those estimates.

We have not identified any critical accounting estimates as of March 31, 2026.

We have not identified any critical accounting estimates as of June 30, 2026.

Recent Accounting Standards

1 unchanged sentence

Quantitative and Qualitative Disclosures About Market Risk.

As smaller reporting company, we are not required to make disclosures under this Item.

a smaller reporting company, we are not required to make disclosures under this Item.

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