What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-27 compared with 2025-03-26 · 312 added, 138 removed, 7 unchanged (98% of the section changed)

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

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, 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,”

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

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.

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.

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.

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 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.

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial

statement and the notes thereto contained elsewhere in this Report.

are a blank check company incorporated in the Cayman Islands on February 21, 2024, formed for the purpose of effecting a Business Combination

with one or more businesses or entities.

We intend to effectuate our Business Combination using cash derived from the proceeds of the

Initial Public Offering and the Private Placement, 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 our shareholders that our plans

to complete a Business Combination will be successful.

statements and the notes thereto included elsewhere in this Report.

We are a blank check company

incorporated in the Cayman Islands on February 21, 2024 for the purpose of effecting a Business Combination.

Our Sponsor is Launch One

We are not limited in our

search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination.

We are an early

stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies.

We expect to incur significant costs in the pursuit of our acquisition plans.

There can be no assurance that our plans to complete a Business

Combination will be successful.

Our IPO Registration Statement

became effective on July 11, 2024.

On July 15, 2024, we consummated our Initial Public Offering of 23,000,000 Units, including 3,000,000

Option Units issued pursuant to the full exercise of the Over-Allotment Option.

Each Unit consists of one Public Share and one-half of

one Public Warrant.

The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $230,000,000.

Simultaneously with the closing

of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement, we completed the sale of an aggregate

of 6,000,000 Private Placement Warrants to the Sponsor and Cantor in the Private Placement at a purchase price of $1.00 per Private Placement

Warrant, generating gross proceeds to us of $6,000,000.

Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000

Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants.

The Private Placement Warrants are identical to

the Public Warrants, except as otherwise disclosed in the IPO Registration Statement.

Following the closing of the

Initial Public Offering and Private Placement, an amount of $230,000,000 from the net proceeds of the Initial Public Offering and the

Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee.

to the Trust Agreement, the Trust Account may be invested only (i) in U.S.

government securities, within the meaning set forth in Section

2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself

out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment

Company Act, (iii) as uninvested cash or (iv) in interest or non-interest bearing demand deposit accounts at a U.S.

chartered commercial

bank with consolidated assets of $100 billion or more selected by the Trustee that is reasonably satisfactory to us, until the earlier

(x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.

We have until July 15, 2026

(24 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board may approve or (y) later date

as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business Combination.

If we are unable

to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of

winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held

in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares,

which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further

liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations

under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

We may seek to extend the

Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Charter.

Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion

Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles.

Any such amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion

of their Public Shares in connection with the vote on such approval.

Such redemptions will decrease the amount held in our Trust Account

and our capitalization may affect our ability to maintain our listing on Nasdaq.

In addition, the Nasdaq Rules currently require SPACs

(such as us) to complete our initial Business Combination in accordance with the Nasdaq 36-Month Requirement.

If we do not meet the Nasdaq

36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.

of Operations

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

Our only activities from February 21, 2024 (inception) through

December 31, 2024 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

Subsequent to the Initial Public Offering, 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.

the period from February 21, 2024 (inception) through December 31, 2024, we had a net income of $5,129,519, which consisted of interest

earned on marketable securities held in Trust Account of $5,404,164 and unrealized gain on marketable securities held in Trust Account

of $125,357, offset by general and administrative costs of $400,002.

That May Adversely Affect our Results of Operations

Our results of operations and our ability to complete an initial Business Combination may be adversely affected

by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control.

Our results of operations and our ability to consummate an initial Business Combination could be impacted by, among other things, downturns

in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs,

supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such

as the military conflicts in Ukraine and the Middle East.

We cannot at this time predict the likelihood of one or more of the above events,

their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business

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 Sponsor and loans from the Sponsor.

On July 15, 2024, we consummated the Initial Public Offering of 23,000,000

Units at $10.00 per Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000

Units, generating gross proceeds of $230,000,000.Simultaneously with the closing of the Initial Public Offering, the Company consummated

the sale of an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a private placement

to the Sponsor and Cantor, the representative of the underwriters of the initial Public Offering, generating gross proceeds of $6,000,000.

the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Units, a total of $230,000,000 was placed

in the Trust Account.

We incurred $15,574,281, consisting of $4,000,000 of cash underwriting fee, $10,950,000 of deferred underwriting

fee, and $624,281 of other offering costs.

the period from February 21, 2024 (inception) through December 31, 2024, cash used in operating activities was $472,305.

of $5,129,519 was affected by interest earned on marketable securities held in the Trust Account of $5,404,164, unrealized gain on marketable

securities held in Trust Account of $125,357 and payment of operation costs through promissory note of $50,736.

Changes in operating

assets and liabilities used $123,039 of cash for operating activities.

As of December 31, 2024, we had marketable securities held in the Trust

Account of $235,529,521 consisting of U.S.

Treasury Bills with a maturity of 185 days or less.

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 earned on the Trust Account (less income taxes payable), 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.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment

Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management’s

ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate

the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand

deposit account at a bank.

of December 31, 2024, we had cash of $850,338.

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.

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

Up to $1,500,000 of such Working Capital Loans may be convertible into private

placement warrants of the post Business Combination entity at a price of $1.00 per warrant

at the option of the lender.

and our capitalization, and may affect our ability to maintain our listing on Nasdaq.

In addition, the Nasdaq Rules currently require

SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement.

If we do not meet

the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.

may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our

Management Team.

Recent Developments

On June 25, 2025, we entered

into the Minovia BCA with the Minovia BCA Parties.

As of January 30, 2026, we entered into the Minovia Termination Agreement with the

Minovia BCA Parties, pursuant to which the Minovia BCA Parties mutually agreed to terminate the Minovia BCA in its entirety pursuant to

Section 8.1(a) thereof.

Concurrently with the termination of the Minovia BCA, each of the Ancillary Agreements (as defined in the Minovia

BCA) were automatically terminated.

As a result, the Minovia BCA and Ancillary Agreements are of no further force and effect.

each party released the other parties from any and all liabilities and damages relating to the transaction documents, breaches thereunder

and the proposed transactions.

The foregoing summary of the

Minovia Termination Agreement is qualified in its entirety by the text of the Minovia Termination Agreement, a copy of which is attached

as Exhibit 10.11 hereto and is incorporated herein by reference.

We are seeking, with our Sponsor,

alternative ways to consummate an initial Business Combination.

On March 20, 2026, we entered

into a Working Capital Promissory Note (the “ Working Capital Note ”) with the Sponsor, pursuant to which the Sponsor

may loan up to $1,000,000 to us in up to three tranches in substantially the same amounts and on substantially the same terms as the loans

under that certain agreement, between the Sponsor and Keystone Capital Partners, LLC (“ Keystone ”), as agent for the

lenders party thereto (the “ Lenders ” and such agreement, the “ Credit Agreement ”), including an initial

loan to us of $500,000 upon execution and two additional loans of $250,000 each (in the case of the Working Capital Note, at the Sponsor’s

sole election) in the event that we (A) enter into a letter of intent, memorandum of understanding or other agreement with respect to

our Business Combination or (B) call a shareholder meeting to extend our deadline to consummate our initial Business Combination, (ii)

an original issue discount of 20% on each loan, such that the principal amount of each loan is 125% of the amount borrowed, (iii) annual

interest of 8%, with a default interest rate of an additional 18% (for a total of 26%), to the maximum extent permitted by applicable

law, (iv) a prepayment penalty of 10% (and in the case of the Working Capital Note, only to the extent with the written consent of the

Sponsor), (v) a maturity date for all such loans, interest and other obligations under the Working Capital Note of the consummation of

our initial Business Combination or the effective date of our winding up (or if earlier, upon an event of default), and (vi) an obligation

to reimburse the Sponsor for its expenses in connection with obtaining the funds for the initial loan under the Working Capital Note (up

to $25,000 to be withheld at the funding of the initial loan, which will be used to reimburse Keystone for its expenses under the Credit

Agreement) and for any expenses of the Sponsor in connection with any refinancing of the debt or the enforcement of the Working Capital

Note and for any reimbursement or indemnification obligations of the Sponsor under the Credit Agreement and related documents, subject

in each case to a cap of $20,000 per occurrence (other than with respect to indemnification obligations), which expense reimbursement

obligations will be taken out of the proceeds of any additional loans under the Working Capital Note or otherwise upon the maturity date

(or earlier event of default).

In light of our limited cash balance at year end, our Board of Directors and Management determined to secure

additional working capital through the Working Capital Note to fund past and ongoing operational expenses.

In connection with the Working

Capital Note, the Sponsor entered into the Credit Agreement, pursuant to which the Lenders agreed to provide loans to the Sponsor of up

to $1,000,000 in the aggregate, to be funded in up to three tranches, consisting of an initial loan of $500,000 and two additional loans

of $250,000 each (with such additional tranches subject to the consent of Keystone, not to be unreasonably withheld, delayed or conditioned),

in each case subject to the terms and conditions of the Credit Agreement.

In connection with the Credit Agreement, the Sponsor also entered

into a Pledge Agreement (the “ Pledge Agreement ”) with Keystone, pursuant to which the Sponsor pledged 2,932,500 Class

B Ordinary Shares (representing approximately 51% of the Founder Shares owned by the Sponsor), together with any proceeds thereof (the

“ Pledged Collateral ”), as collateral to secure the obligations under the Credit Agreement.

The loans under the Credit

Agreement are non-recourse to the Sponsor, and the Lenders’ sole recourse in the event of a default is to foreclose upon such Pledged

Collateral, which would remain subject to the Company’s governing documents and applicable lock-up arrangements, including the terms

of the Letter Agreement.

The Sponsor is required to use the proceeds of the loans under the Credit Agreement to fund loans to the Company

to pay for its expenses, including transaction expenses for future deals, amounts previously owed for prior business combination efforts

and for administrative expenses.

The loans under the Credit Agreement mature upon the earlier of our initial Business Combination or the

Company’s liquidation.

The Credit Agreement includes events of default for our failure to file with the SEC by a certain agreed

upon date a proxy statement to call for a shareholder meeting to extend our deadline to consummate an initial Business Combination or

for our failure to enter into a definitive Business Combination agreement with a target company or business prior to a certain agreed

However, the Credit Agreement and Pledge Agreement solely bind the Sponsor and do not restrict our actions.

Our Company, the Sponsor and

Cantor, also entered into a waiver letter pursuant to which the restrictions on transfers contained in the Letter Agreement were waived

solely to permit the pledge of the Pledged Collateral and any transfer thereof upon enforcement of the related security interest, but

with the Lenders taking such Pledged Collateral subject to the terms of the Letter Agreement.

Results of Operations

We have neither engaged in

any operations nor generated any revenues to date.

Our only activities since February 21, 2024 (inception) through December 31, 2025 have

been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating

prospective acquisition candidates, such as Minovia, 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 year ended December

31, 2025, we had a net income of $8,309,154, which consisted of interest earned on cash and marketable securities held in the Trust Account

of $9,919,832 and interest earned on operating cash account of $403, partially offset by general and administrative costs of $1,611,081.

For the period from February

21, 2024 (inception) through December 31, 2024, we had a net income of $5,129,519, which consisted of interest earned on cash and marketable

securities held in the Trust Account of $5,404,164 and unrealized gain on marketable securities held in the Trust Account of $125,357,

offset by general and administrative costs of $400,002.

Liquidity, Capital Resources, and Going Concern

Following the Initial Public

Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $230,000,000 was placed in the

Trust Account.

We incurred $15,574,281 in transaction costs, consisting of $4,000,000 of cash underwriting fee, the Deferred Fee of $10,950,000

and $624,281 of other offering costs.

For the year ended December

31, 2025, cash used in operating activities was $820,192.

Net income of $8,309,154 was affected by interest earned on cash and marketable

securities held in the Trust Account of $9,919,832.

Changes in operating assets and liabilities provided $790,486 of cash for operating

For the period from February

21, 2024 (inception) through December 31, 2024, cash used in operating activities was $472,305.

Net income of $5,129,519 was affected

by interest earned on marketable securities held in the Trust Account of $5,404,164, unrealized gain on marketable securities held in

Trust Account of $125,357 and payment of operation costs through the IPO Promissory Note of $50,736.

Changes in operating assets and liabilities

used $123,039 of cash for operating activities.

As of December 31, 2025 and

December 31, 2024, we had marketable securities held in the Trust Account of $245,449,353 and $235,529,521, respectively (including $9,919,832

and $5,404,164 of interest income, 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 earned on the Trust Account (which

interest shall be net of taxes payable, if any, and exclude the Deferred Fee), 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.

To mitigate the risk that

we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold

investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related

to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account

and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

As of December 31, 2025 and

December 31, 2024, we had cash held outside of the Trust Account of approximately $30,146 and $850,338, respectively, and a working capital

deficit of $609,961 and a working capital of $947,121, respectively.

We 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.

Our liquidity needs through

December 31, 2025 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder

Shares, (ii) a loan pursuant to the IPO Promissory Note, and (iii) the net proceeds from the consummation of the Initial Public Offering

and the Private Placement held outside the Trust Account.

IPO Promissory Note

Prior to the closing of our

Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $340,000 under the IPO Promissory Note to cover expenses

related to the Initial Public Offering.

Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2024

or the completion of our Initial Public Offering.

We borrowed $307,974 under the IPO Promissory Note and $335,314 was paid to the Sponsor

upon the consummation of our Initial Public Offering on July 15, 2024, including an amount of $27,340 in excess of the outstanding IPO

Promissory Note balance.

No additional borrowing is available under the IPO Promissory Note.

The excess payment of $27,340 was due to

our Company as of December 31, 2025 and 2024.

Working Capital Loans

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 Working Capital Loans, as may be required.

If we complete a Business Combination,

we will repay such Working Capital Loans.

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 Working Capital Loans, but no proceeds from our Trust Account would be used for such

Up to $1,500,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a

price of $1.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,”

as of December 31, 2024, the Company does not believe it will need to raise additional funds in order to meet the expenditures required

for operating its business.

However, if the Company’s 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, the Company may have insufficient

funds available to operate its business prior to its Business Combination.

Moreover, the Company may need to obtain additional financing

either to complete its Business Combination or because the Company may become obligated to redeem a significant number of its Public

Shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection

with such Business Combination.

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

to an affiliate of the Sponsor $12,500 per month for office space, utilities and secretarial and administrative support services provided

to members of the management team.

underwriters had 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, if any.

On July 15, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected

to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $10.00 per Unit.

Accounting Estimates

preparation of financial statement 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 statement, and income and expenses during the periods reported.

results could materially differ from those estimates.

As of December 31, 2024, we did not have any critical accounting estimates to be

Accounting Standards

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment

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.

does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material

effect on our financial statement.

Other than as set forth above, the terms

of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.

As of December 31, 2025 and 2024, we did not have any borrowings under any Working Capital Loans.

Going Concern

In connection with our assessment

of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”,

Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which is

considered to be at least one year from the date that the financial statements and the notes thereto included elsewhere in this Report

are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans.

In addition, Management has determined

that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except

for the purpose of liquidating.

These conditions raise substantial doubt about our ability to continue as a going concern.

plans to consummate an initial Business Combination prior to the end of the Combination Period.

No adjustments have been made to the carrying

amounts of assets or liabilities should we be required to liquidate after July 15, 2026.

There can be no assurance that our plans to raise

capital or to consummate an initial Business Combination will be successful.

Contractual Obligations

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

on July 11, 2024, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $12,500

per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement.

the year ended December 31, 2025, we incurred $150,000 in fees for these services, of which $62,500 is included in accrued expenses in

the balance sheets of the financial statements included elsewhere this Report.

For the period from February 21, 2024 (inception) through

December 31, 2024, we incurred and paid $70,565 in fees for these services pursuant to the Administrative Services Agreement.

Underwriting Agreement

The Underwriters had a 45-day

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

On July 15, 2024, simultaneously with the closing of the Initial Public Offering, the Underwriters elected to fully exercise the

Over-Allotment Option.

The Underwriters were entitled

to a cash underwriting discount of $4,000,000 (2.0% of the gross proceeds of the Units in the Initial Public Offering, excluding any proceeds

pursuant to the Over-Allotment Option).

Additionally, the Underwriters are entitled to Deferred Fee of 4.50% of the gross proceeds of

the Initial Public Offering held in the Trust Account other than those sold pursuant to the Over-Allotment Option and 6.50% of the gross

proceeds sold pursuant to the Over-Allotment Option, which equals $10,950,000 in the aggregate, payable upon the completion of the initial

Business Combination subject to the terms of the Underwriting Agreement.

Registration Rights Agreement

The holders of (i) the Founder

Shares, (ii) the Private Placement Warrants and (iii) any private placement-equivalent warrants issued in connection with the Working

Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant

to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after

conversion to our Class A Ordinary Shares).

The holders of the majority of these securities are entitled to make up to three demands,

excluding short form demands, that we register such securities.

In addition, the holders have certain “piggyback” registration

rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us

to register for resale such securities pursuant to Rule 415 under the Securities Act.

Cantor may only make a demand on one occasion and

only during the five-year period beginning on the effective date of the IPO Registration Statement.

In addition, Cantor may participate

in a “piggyback” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Letter Agreement

Our Sponsor, directors and

officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions

from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within

the Combination Period.

However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating

distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within

the Combination Period.

Additionally, pursuant to

the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify

(i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100%

of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions

relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the

opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released

to us to pay our taxes, divided by the number of then outstanding Public Shares.

Critical Accounting Estimates and Standards

The preparation of the financial

statements and notes thereto included elsewhere in this Report 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 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

To the extent actual experience differs from the assumptions used, our financial statements and notes thereto included elsewhere

in this Report could be materially affected.

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

As of December 31, 2025, we did not have any critical accounting estimates to be disclosed.

Recent Accounting Standards

Management does not believe

that there are any recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect

on the financial statements and notes thereto included elsewhere in this Report.

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-K

Item 7. Management’s Discussion and Analysis