What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-13 compared with 2026-01-20 · 250 added, 167 removed, 3 unchanged (99% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Leapfrog

Acquisition Corporation.

References to our “management” or our “management team” refer to our officers and directors,

references to the “Sponsor” refer to LeapFrog Partners LLC, and references to “BTIG” refers to BTIG, LLC.

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the

discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933

and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results

to differ materially from those expected and projected.

All statements, other than statements of historical fact included in this Quarterly

Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and

Results of Operations” regarding our ability to complete an initial business combination (a “Business Combination”),

the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking

Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,”

“seek” and variations and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking

statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently

A number of factors could cause actual events, performance or results to differ materially from the events, performance and

results discussed in the forward-looking statements.

For information identifying important factors that could cause actual results to

differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s

final prospectus for its initial public offering (the “Initial Public Offering”) filed with the U.S.

Securities and Exchange

Commission (the “SEC”).

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website

at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update

or revise any forward-looking statements whether as a result of new information, future events or otherwise.

are a blank check company incorporated in the Cayman Islands on June 20, 2025, formed for the purpose of effecting a merger, amalgamation,

share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “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.

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.

December 4, 2025, the registration statement on Form S-1 (File No.

333-290036) (the ”Registration

Statement”) relating to the initial public offering (the “Offering”) of the Company, was declared effective by the

Securities and Exchange Commission.

December 4, the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”) with

the Registrar of Companies in the Cayman Islands.

Among other things, the Amended Articles authorize the issuance of up to (i) 200,000,000

Class A Ordinary Shares, par value $0.0001 (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii)

1,000,000 preference shares, par value $0.0001 per share.

as of December 4, 2025, the following individuals were appointed to the board of directors of the Company:

Kenneth Hyatt, Ved P.

Narayan and R.

Accordingly, effective as of December 4, 2025, the Company’s board of directors is comprised of the

following individuals:

Pollard, Abhay S.

Pande, Kenneth Hyatt, Ved P.

Narayan and R.

December 8, 2025, the Company consummated the Offering of 14,375,000 units (the “Units”), including 1,875,000 Units issued

pursuant to the underwriters’ exercise of their over-allotment in full.

Each Unit consists of one Class A ordinary share,

par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one redeemable warrant

(each, a “Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise

price of $11.50 per share, subject to adjustment.

The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds

to the Company of $143,750,000.

December 8, 2025, simultaneously with the consummation of the Offering, the Company consummated the private placement of 328,750 units

to the Sponsor and an aggregate of 143,750 units to BTIG (collectively, the “Private Placement Units”) at a price of $10.00

per Private Placement Unit, generating gross proceeds of $4,725,000 (the “Private Placement”).

total of $143,750,000 of the net proceeds from the Offering and the Private Placement was placed in a trust account established for the

benefit of the Company’s public shareholders (the “Trust Account”), with Odyssey Transfer and Trust Company acting

of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities from June 20, 2025 (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 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 earned on investments held in Trust Account.

We incur expenses as a result of being a public company for legal, financial reporting, accounting and auditing compliance.

the three months ended September 30, 2025 and the period from June 20, 2025 (inception) through September 30, 2025, we had

net loss of $60,889, which consisted of general and administrative expenses.

and Capital Resources

the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary

shares, par value $0.0001 per share, by the initial shareholders and loans from the Sponsor.

to the quarterly period covered by this Quarterly Report on Form 10-Q, on December 8, 2025, we consummated the Initial Public

Offering of 14,375,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,875,000

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

References in this report (the “Quarterly Report”) to

“we,” “us” or the “Company” refer to Leapfrog Acquisition Corporation.

References to our “management”

or our “management team” refer to our officers and directors, references to the “Sponsor” refer to LeapFrog Partners

LLC, and references to “BTIG” refers to BTIG, LLC.

The following discussion and analysis of the Company’s financial

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

in this Quarterly Report.

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

that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements”

within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical

facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our ability to complete

an initial business combination (a “Business Combination”), the Company’s financial position, business strategy and

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

Words such as “expect,” “believe,”

“anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions

are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events or future performance,

but reflect management’s current beliefs, based on information currently available.

A number of factors could cause actual events,

performance or results to differ materially from the events, performance and results discussed in the forward-looking statements.

information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking

statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (the “Initial

Public Offering”) filed with the U.S.

Securities and Exchange Commission (the “SEC”).

The Company’s securities

filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities

law, the Company disclaims 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 as a Cayman Islands exempted

company on June 20, 2025, 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 or entities (the “Business Combination”).

While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to identify and

acquire a business focusing on energy or infrastructure, and intend to focus particularly on markets outside the United States.

On December 8, 2025, we consummated our initial public offering (the

“Initial Public Offering”) of 14,375,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of

$143,750,000.

Simultaneously with the closing of the Initial Public Offering, we

consummated the sale of (i) 472,500 Private Placement Units, each consisting of one Class A ordinary share and one-half of one redeemable

warrant (the “Sponsor Private Placement Units”), at a price of $10.00 per Sponsor Private Placement Unit in a private placement,

generating gross proceeds of $4,725,000 (the “Private Placement”).

Of the 472,500 Private Placement Units, the Sponsor purchased

328,750 Private Placement Units and the BTIG, LLC, the representative of the underwriters, purchased 143,750 Private Placement Units.

A total of $143,750,000 of the net proceeds from the Initial Public

Offering and the Private Placement was placed in a trust account established for the benefit of the Company’s public shareholders

(the “Trust Account”), with Odyssey Transfer and Trust Company acting as trustee.

We have not yet selected any business combination target.

to effectuate our business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Sponsor

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

Our only activities from June 20, 2025 (inception) through March 31, 2026 were organizational activities, those necessary to

prepare for the Initial Public Offering 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 earned on investments held in 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, 2026, the Company had a net income

of $1,074,594, which consisted of interest earned on cash held in Trust Account of $1,250,472, partially offset by general and administrative

expenses of $175,878.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering, our only source

of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans

from the Sponsor.

As of March 31, 2026, the Company had $1,010,279 in cash and a working capital of $1,115,772.

On December 8, 2025, we consummated the Initial Public Offering of

14,750,000 Units at $10.00 per Unit, generating gross proceeds of $143,750,000.

Simultaneously with the closing of the Initial Public Offering,

we consummated the sale of 472,500 Private Placement Units at a price of $10.00 per Private Placement Unit, in a Private Placement to

the Company’s Sponsor and BTIG, LLC, the representative of the underwriters, generating gross proceeds of $4,725,000.

the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Units, a total of

$143,750,000 was placed in the Trust Account.

Transaction costs amounted to $8,293,874, consisting of $2,875,000 of cash underwriting

fees, $5,031,250 of deferred underwriting commissions which will be paid on the consummation of the initial Business Combination

and $387,624 of other offering costs.

the period from June 20, 2025 (inception) through September 30, 2025, cash used in operating activities was provided by the Sponsor

through advances under the Promissory Note, with an outstanding balance of $75,124 as of September 30, 2025.

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

Account (less income taxes payable, if any), to complete our Business Combination.

To the extent that our share capital or debt is used,

in whole or in part, as consideration to complete our 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

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.

order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain

of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required.

If we complete a Business

Combination, we would repay such loaned amounts.

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 $1,200,000 of such loans may be convertible into units of the post-Business Combination entity at a price of $10.00

per unit at the option of the lender.

Simultaneously with the closing of the Initial Public Offering, we

consummated the sale of (i) 472,500 Private Placement Units, each consisting of one Class A ordinary share and one-half of one redeemable

warrant (the “Sponsor Private Placement Units”), at a price of $10.00 per Sponsor Private Placement Unit in a private placement,

generating gross proceeds of $4,725,000.

Of the 472,500 Private Placement Units, the Sponsor purchased 328,750 Private Placement Units

and BTIG, LLC, the representative of the underwriters, purchased 143,750 Private Placement Units.

Unless and until we complete our initial Business Combination, no

proceeds held in the Trust Account will be available for our use, except the withdrawal of interest to pay our taxes (but without deduction

for any excise or similar tax that may be due or payable) and/or to redeem our public shares in connection with an amendment to our amended

and restated memorandum and articles of association.

We intend to use substantially all of the funds held in the Trust Account, including

any amounts representing interest earned on the Trust Account, to complete our Business Combination.

To the extent that our share capital

or debt is used, in whole or in part, as consideration to complete our 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.

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.

In order to fund working capital deficiencies or finance transaction

costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are

not obligated to, loan us funds as may be required.

If we complete a Business Combination, we would repay such loaned amounts.

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 $1,200,000 of such loans (the “Working

Capital Loans”) may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option

of the lender.

Such units would be identical to the Private Placement Units.

At September 30, 2025 no Working

Capital Loans were outstanding.

do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

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.

Concern Consideration

of September 30, 2025, the Company had a working capital deficit of $331,318.

As of December 8, 2025, after consummation of the Initial

Public Offering, the Company had $1,395,995 in its operating bank account and a working capital surplus of $1,390,659.

The Company has

incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to

close on a Business Combination.

Such costs will be incurred prior to generating any operating revenues.

Management plans to complete

a Business Combination before the mandatory liquidation date and anticipates that the Company will have sufficient liquidity to fund

its operations until then.

However, there is no assurance that the Company’s plans to consummate a Business Combination will be

successful within the Completion Window or that liquidity will be sufficient to fund operations.

In connection with the Company’s

assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40, “Presentation

of Financial Statements — Going Concern,” management concluded that the liquidity condition raises substantial doubt about

the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

has determined that, pursuant to the proceeds received from the Initial Public Offering, it has access to funds that alleviates the substantial

doubt about the Company’s ability to continue as a going concern.

Off-Balance Sheet

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30,

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.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement

with the Sponsor or an affiliate to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative

Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $10,000 monthly fee.

underwriters were entitled to a cash underwriting discount of $0.20 per Unit or $2,875,000 in the aggregate, paid upon the closing of

the Initial Public Offering.

In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit or $5,031,250 in the aggregate,

payable to the underwriters from the amounts held in the Trust Account only upon the completion of an initial Business Combination, subject

to the terms of the underwriting Agreement.

Accounting Estimates

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.

estimates requires management to exercise significant judgement.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could materially

differ from those estimates.

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.

Going Concern Consideration

As of March 31, 2026, the Company had $1,010,279 in its operating

bank account and a working capital surplus of $1,115,772.

The Company has incurred and expects to continue to incur significant

costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination.

Such costs will be

incurred prior to generating any operating revenues.

Management plans to complete a Business Combination before the mandatory

liquidation date and anticipates that the Company will have sufficient liquidity to fund its operations until then.

However, there

is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Completion Window

or that liquidity will be sufficient to fund operations.

In connection with the Company’s assessment of going concern

considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40, “Presentation of

Financial Statements — Going Concern,” Management has determined that, pursuant to the proceeds received from the

Initial Public Offering, it has access to funds that allow the Company to continue as a going concern.

Related Party Transactions

Founder Shares

On August 6, 2025, the Sponsor purchased 4,791,667 Class B ordinary

shares (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.005 per share.

has not forfeited any of the 625,000 Founder Shares subject to forfeiture as the over-allotment option was exercised in full by the underwriters.

The Sponsor collectively owns, on an as-converted basis, 25% of the Company’s issued and outstanding Public Shares and Founder

Shares after the Initial Public Offering.

The Founder Shares are identical to the ordinary shares included in

the Units being sold in the Initial Public Offering, except that:

the Founder Shares are subject to certain transfer

restrictions;

the Founder Shares are entitled to registration rights.

Administrative Services Agreement

Commencing on December 8, 2025, the Company agreed

to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities, secretarial support and administrative

This arrangement will terminate upon the earlier of the completion of a Business Combination or the distribution of the Trust

Account to the public shareholders.

For the three months ended March 31, 2026, the Company incurred $30,000 in fees for these services,

with related amounts of $37,500 and $7,500 included in due to Sponsor in the accompanying balance sheets as of March 31, 2026 and December

31, 2025, respectively.

In addition, the Sponsor, officers and directors,

or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the

Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.

The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors

of the Company or their affiliates.

Any such payments prior to an initial Business Combination will be made from working capital or funds

held outside the Trust Account.

Promissory Note — Related Party

On August 21, 2025, the Company issued a promissory note to the Sponsor,

pursuant to which the Sponsor agreed to loan the Company up to an aggregate of $300,000 to be used for the payment of costs related to

the Initial Public Offering (the “Promissory Note”).

The Promissory Note is non-interest bearing, unsecured and due on the

earlier of March 31, 2026 or the completion of the Initial Public Offering.

During the period from June 20, 2025 (inception) through

December 8, 2025, the Company borrowed $75,124 under the Promissory Note, including $1,000 transferred from due to related party.

December 8, 2025, upon the closing of the Initial Public Offering, the Company repaid the then outstanding balance, $75,124, and the

Promissory Note is no longer available to be drawn upon.

As of March 31, 2026 and December 31, 2025, the Company had $0 outstanding under

the Promissory Note.

Due to Related Party

The Sponsor pays certain formation, operating or deferred offering

costs on behalf of the Company.

Those amounts are due on demand and non-interest bearing.

During the period from June 20, 2025 (inception)

through December 8, 2025, the Sponsor paid $26,000 on behalf of the Company, of which $25,000 was paid in exchange for the issuance of

the Founder Shares and $1,000 was transferred to the Promissory Note, resulting in no balances due to related party as of March 31, 2026

or December 31, 2025.

Working Capital Loans

In order to finance transaction costs in connection with an intended

initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may,

but are not obligated to, loan the Company funds as may be required on a non-interest basis (the “Working Capital Loans”).

If the Company completes an initial Business Combination, it would repay such loaned amounts.

In the event that the initial Business

Combination does not close, the Company may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from

the Trust Account may be used for such repayment.

Up to $1,200,000 of such loans may be convertible into private units of the post-Business

Combination entity at a price of $10.00 per unit at the option of the applicable lender.

Such units would be identical to the private

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 Working Capital Loans were outstanding.

Off-Balance Sheet Arrangements

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 assets.

Contractual Obligations

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

lease obligations or long-term liabilities, other than an agreement with the Sponsor or an affiliate to pay an aggregate of $10,000 per

month for office space, utilities, and secretarial and administrative support.

This arrangement will terminate upon completion of a Business

Combination or the distribution of the Trust Account to the public shareholders.

The underwriters were entitled to a cash underwriting discount of

$0.20 per Unit sold in the Initial Public Offering, or $2,875,000 in the aggregate, paid upon the closing of the Initial Public Offering.

In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $5,031,250 in the aggregate, payable to the underwriters

from the amounts held in the Trust Account only upon the completion of an initial Business Combination, subject to the terms of the underwriting

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.

Making estimates requires management to exercise significant judgement.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at

the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one

or more future confirming events.

Accordingly, the actual results could materially differ from those estimates.

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012

(the “JOBS Act”) was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting

requirements for qualifying public companies.

We will qualify as an “emerging growth company” and under the JOBS Act will

be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised

accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company

effective dates.

Additionally, we are in the process of evaluating the benefits of

relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act,

if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things:

(1) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404

of the Sarbanes-Oxley Act;

(2) provide all of the compensation disclosure that may be required of non-emerging growth public companies

under the Dodd-Frank Wall Street Reform and Consumer Protection Act;

(3) comply with any requirement that may be adopted by the PCAOB

regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit

and the financial statements (auditor discussion and analysis);

and (4) disclose certain executive compensation-related items such as

the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer

an “emerging growth company,” whichever is earlier.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet

effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Quantitative and Qualitative Disclosures About Market Risk

required for smaller reporting companies.

Not required for smaller reporting companies.

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