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Item 7. Management’s Discussion and Analysis

2026-03-09 compared with 2025-03-21 · 346 added, 75 removed, 5 unchanged (99% of the section changed)

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

When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements.

Such forward-looking statements are based on the beliefs of our Management, as well as assumptions made by, and information currently available to, our Management.

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

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report.

We are a blank check company incorporated in the Cayman Islands on March 11, 2024 formed for the purpose of effecting a 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 Warrants, our shares, debt or a combination of cash, shares and debt.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations.

Note Regarding Forward-Looking Statements

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

regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives

of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section

21E of the Exchange Act.

When used in this Report, words such as “may,” “should,” “could,” “would,”

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

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

We have based these forward-looking statements on our Management’s

current expectations and projections about future events, as well as assumptions made by, and information currently available to our

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 consolidated

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

are a blank check company incorporated in the Cayman Islands on March

11, 2024 for the purpose of effecting a Business Combination.

Our Sponsor is Melar Acquisition Sponsor I LLC.

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 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.

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 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, and 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 will likely be subject to a suspension of trading and delisting from Nasdaq.

Our Sponsor may also, in its discretion, explore transactions under which it would sell its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

Results of Operations

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

Our only activities from March 11, 2024 (inception) through December 31, 2024 were organizational activities, those necessary to prepare for the Initial Public Offering, as 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 dividend and interest income on marketable securities and cash held in the trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee.

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 period ended from March 11, 2024 (inception) through December 31, 2024, we had net income of $4,209,339, which consists of dividend and interest income on marketable securities and cash held in the Trust Account of $4,407,016, interest on cash of $968 and an unrealized gain on over-allotment liability of $169,119, offset by general and administrative costs of $367,764.

Factors 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, increases in interest rates and 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 Combination.

Liquidity and Capital Resources

On June 20, 2024, we consummated the Initial Public Offering of 16,000,000 units (the “Units”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 1,000,000 Units (Note 6), at $10.00 per Unit, generating gross proceeds of $160,000,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 5,000,000 private placement warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor generating gross proceeds of $5,000,000.

Following the Initial Public Offering, the partial exercise of the over-allotment option, and the sale of the Units and the sale of the Private Placement Warrants, a total of $160,000,000 was placed in the Trust Account.

We incurred $10,184,856 in Initial Public Offering related costs, consisting of $3,000,000 of cash underwriting fee, $6,600,000 of deferred underwriting fee and $584,856 of other offering costs.

For the period from March 11, 2024 (inception) through December 31, 2024, cash used in operating activities was $545,234.

Net income of $ $4,209,339 was affected by dividend and interest earned on marketable securities and cash held in the Trust Account of $4,407,016, formation costs paid by the Sponsor in exchange for issuance of Class B ordinary shares of $6,236, payment of operation costs through promissory note of $10,420, and unrealized gain on over-allotment liability of $169,119.

Changes in operating assets and liabilities used $195,094 of cash for operating activities.

As of December 31, 2024, we had marketable securities and cash held in the Trust Account of $164,407,016 primarily consisting of money market funds.

There can be no assurance

that our plans to complete a Business Combination, including the Everli Business Combination, will be successful.

IPO Registration Statement became effective on June 17, 2024.

On June 20, 2024, we consummated our Initial Public Offering of 16,000,000

Units, including 1,000,000 Option Units issued pursuant to the partial 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

$160,000,000.

Simultaneously

with the closing of the Initial Public Offering and pursuant to the Private

Placement Warrants Purchase Agreements, we completed the private sale of an aggregate of 5,000,000 Private Placement Warrants to our

Sponsor, CCM and Seaport in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds

to our Company of $5,000,000.

Of those 5,000,000 Private Placement Warrants, (i) the Sponsor purchased 3,500,000 Private Placement Warrants

and (ii) CCM and Seaport purchased an aggregate to 1,500,000 Private Placement Warrants.

The Private Placement Warrants are identical

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

the closing of the Initial Public Offering and Private Placement, an amount of $160,000,000 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

Pursuant 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

chartered commercial bank with consolidated assets of $100 billion or more selected by the Trustee that is reasonably satisfactory

to us, until the earlier of:

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

have until June 20, 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

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.

may seek to extend the 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, 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 suspension of trading and delisting from

Our Sponsor 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 .

Business Combination

On July 30, 2025, we entered

into the Everli Merger Agreement with (i) the Merger Sub, (ii) Everli, (iii) the Sponsor, as the SPAC Representative, and (iv) the Escrowed

On October 2, 2025, the parties to the Everli Merger Agreement entered into the First Everli Merger Agreement Amendment, pursuant

to which, the deadline for Everli to procure at least $10,000,000 in Bridge Financing (as defined in the Everli Merger Agreement), the

failure of which entitles Everli to terminate the Everli Merger Agreement, was extended from September 30, 2025 to October 21, 2025.

On December 8, 2025, the parties to the Everli Merger Agreement entered into the Second Everli Merger Agreement Amendment, pursuant to

which the parties thereto extended the GAAP Audit Delivery Date from November 30, 2025 to January 16, 2026.

We have waived the right

to receive the GAAP Audited Everli Financials by the GAAP Audit Delivery Date, provided that such deliverables are received by January

Such deliverables were received by January 31, 2026.

to the Everli Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Closing, we will continue out

of the Cayman Islands and into the State of Nevada and domesticate as a Nevada corporation, and (ii) at the Closing, Merger Sub will

merge with and into Everli, with Everli continuing as the surviving entity and wholly-owned subsidiary of our Company, and with each

Everli shareholder receiving shares of our Common Stock (as defined in the Everli Merger Agreement) at the Closing, as further described

Everli Merger Agreement provides that the total consideration received by the Everli security holders from us at the Closing will be

a number of shares of our Common Stock with an aggregate value equal to the sum of (i) One Hundred and Eighty Million Dollars ($180,000,000)

plus (ii) the gross proceeds of the Bridge Financing, if any, that has converted into Everli common stock, plus (iii) the Everli Equity

Investment (as defined in the Everli Merger Agreement), if any, with each share of our Common Stock valued at $10.00.

a full description of the Everli Merger Agreement and the proposed Everli Business Combination, please see Item 1.

and the Everli Registration Statement.

January 23, 2026, a draft of the Everli Registration Statement was submitted to the SEC.

The Everli Registration Statement includes a

proxy statement to our shareholders and a prospectus for the registration of our securities to be issued in connection with the Everli

Business Combination.

of Operations

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

Our only activities since March

11, 2024 (inception) through December 31, 2025 have been (i) organizational activities and (ii) activities relating to (x) the Initial

Public Offering, (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business

Combination and (z) consummating the Everli 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 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.

the year ended December 31, 2025, we had net income of $5,539,430, which consists of dividends and interest earned on marketable securities

and cash held in the Trust Account of $6,998,961, interest due from Everli of $555,862 and interest on cash held in the operating account

of $531, partially offset by general and administrative costs of $1,475,992 and interest expense on the Sponsor Loan of $539,932.

the period ended from March 11, 2024 (inception) through December 31, 2024, we had net income of $4,209,339, which consists of dividend

and interest income on marketable securities and cash held in the Trust Account of $4,407,016, interest on cash of $968 and an unrealized

gain on over-allotment liability of $169,119, offset by general and administrative costs of $367,764.

Capital Resources and Going Concern

the Initial Public Offering, including the partial exercise of the Over-Allotment Option, and the Private Placement, a total of $160,000,000

was placed in the Trust Account.

We incurred $10,184,856 in Initial Public Offering related costs, consisting of $3,000,000 of cash underwriting

fee, the Deferred Fee of $6,600,000 and $584,856 of other offering costs.

the year ended December 31, 2025, cash used in operating activities was $774,258.

Net income of $5,539,430 was adjusted for dividends

and interest earned on marketable securities and cash held in the Trust Account of $6,998,961, interest due from Everli of $555,862 and

interest due on Sponsor Loan of $539,932.

Changes in operating assets and liabilities provided $701,203 of cash for operating activities.

the period from March 11, 2024 (inception) through December 31, 2024, cash used in operating activities was $545,234.

Net income of $

$4,209,339 was adjusted for dividend and interest earned on marketable securities and cash held in the Trust Account of $4,407,016, formation

costs paid by the Sponsor in exchange for issuance of Class B Ordinary Shares of $6,236, payment of operation costs through the IPO Promissory

Note of $10,420, and unrealized gain on over-allotment liability of $169,119.

Changes in operating assets and liabilities used $195,094

of cash for operating activities.

of December 31, 2025 and the period from March 11, 2024 (inception) through December 31, 2024, we had marketable securities held in the

Trust Account of $171,405,977 and $164,407,016, respectively (including

$6,998,961 and $252,184, respectively, of interest income).

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 dividends and 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 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 the Management Team’s ongoing assessment of all factors related to the 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, 2024, we had cash of $878,254.

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.

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 $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant, at the option of the lender.

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.

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.

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

of December 31, 2025 and the period from March 11, 2024 (inception) through December 31, 2024, we had cash held outside of the Trust

Account of $32,075 and $ 878,254, 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.

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) loans pursuant to the IPO Promissory Note and Sponsor Note, and (iii) the net proceeds from

the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account.

Promissory Note

to the closing of our Initial Public Offering, on March

11, 2024, our Sponsor agreed to loan us an aggregate of up to $300,000

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.

The loan of $249,389 was fully repaid

upon the consummation of our Initial Public Offering on June 20, 2024 with an excess of $887 repaid to the Sponsor.

At December 31, 2024,

the excess of $887 reduced the payment for the administrative services fees pursuant to the Administrative Services Agreement.

No additional

borrowing is available under the IPO Promissory Note.

May 30, 2025, we entered into the First Everli Note with Everli and the Pledging Stockholder for a principal amount of up to $300,000.

The First Everli Note bore interest at an annual compounded rate of 17.5% and was secured by a continuing security interest in all of

Everli’s and its subsidiaries’ property and assets, and a pledge of equity interests by the Pledging Stockholder as collateral.

The principal and accrued interest of the First Everli Note was due and payable on the earliest of:

(i) July 29, 2025, if the Term Sheet

(as defined in the First Everli Note) was terminated by our Company in our sole discretion;

(ii) five (5) business days after any other

termination of the Term Sheet in accordance with the terms thereof;

(iii) five (5) business days after the termination of a definitive

agreement for a Business Combination transaction involving us and Everli;

and (iv) five (5) business days after Everli’s receipt

of at least an aggregate of $5,000,000 in proceeds under a $10 million senior secured convertible loan as contemplated under the Term

On August 18, 2025, the First

Everli Note was amended and restated to, among other things, amend the principal amount of the First Everli Note up to $1,000,000, including

an original issue discount of ten percent (10%).

On September 12, 2025, the First Everli Note was further amended to increase the principal

amount to up to $1,250,000.

On September 29, 2025, the First Everli Note was further amended to increase the principal amount to up to

As of December 31, 2025 and December 31, 2024, Everli had borrowed $3,250,000 and $0, respectively (via cash borrowings and

the payment of multiple invoices by us for Everli), under the First Everli Note, as amended, and had an outstanding balance of $3,805,862

(including interest) and $0, respectively, reflected on the consolidated balance sheets included elsewhere in this Report.

October 21, 2025, Everli entered into the Second Everli Note with MCG, an affiliate of the Sponsor, for the aggregate principal amount

of $7,500,000, which includes a $750,000 original issue discount.

The Second Everli Note bears interest at 17.5% per annum and is secured

by the assets of Everli and its subsidiaries.

The principal under the Everli Notes satisfied the $10,000,000 Bridge Financing (as defined

in the Everli Merger Agreement) requirement as provided in the Everli Merger Agreement.

The principal and accrued interest of the Second

Everli Note shall be due and payable on the twelfth-month anniversary of the issuance date of the note.

MCG has a right to convert any

outstanding balance under the Second Everli Note into fully paid and nonassessable shares of our Class A Common Stock at a rate set forth

in the Second Everli Note at any time or times on or after the Everli Business Combination.

We were a signatory to the Second Everli

Note to acknowledge, among other things, the conversion right and the parity of the security interest granted under the First Everli

Note and the security interest granted under the Second Everli Note.

The Second Everli Note creates no direct financial obligation or

an off-balance sheet arrangement for us.

As of December 31, 2025 and the period from March 11, 2024 (inception) through December 31,

2024, Everli had borrowed $3,250,000 and $0, respectively, under the Second Everli Note.

comply with the requirements of FASB ASC Topic 835, “Interest” (“ASC 835”) and report accrued interest and the

amortization of the original issue discounts on the consolidated statements

of operations included elsewhere in this Report as “interest due from Everli” and report the loan amount and unpaid interest

as “due from Everli” on the consolidated balance sheets included elsewhere in this Report.

For the year ended December 31,

2025, we recognized $555,862, in amortized original issue discounts and accrued interest on the consolidated statements of operations

included elsewhere in this Report.

May 30, 2025, we issued the Sponsor Note in the aggregate principal amount of up to $300,000 to the Sponsor, for the Sponsor Loan.

Sponsor Loan is interest bearing at a rate of 17.5% per annum, unsecured and due on the earliest of:

(i) July 29, 2025, if the Term Sheet

is terminated by us in our sole discretion;

(ii) five (5) business days after any other termination of the Term Sheet in accordance with

the terms thereof;

(iii) five (5) business days after the termination of a definitive agreement for a Business Combination transaction

involving us and Everli;

and (iv) five (5) business days after Everli’s receipt of at least an aggregate of $5,000,000 in proceeds

under a $10 million senior secured convertible loan as contemplated under the Term Sheet.

On August 18, 2025, the Sponsor

Note was amended and restated to, among other things, amend the principal amount of the Sponsor Note up to $1,000,000, including an original

issue discount of ten percent (10%).

On September 12, 2025, the Sponsor Note was further amended to increase the principal amount to

up to $1,250,000.

On September 29, 2025, the Sponsor Note was further amended to increase the principal amount to up to $3,250,000.

of December 31, 2025 and the period from March 11, 2024 (inception) through December 31, 2024, we had borrowed $3,178,079 and $0, respectively,

under the Sponsor Loan and reported $3,718,011 (including interest) and $0, respectively, on the consolidated balance sheets included

elsewhere in this Report.

comply with the requirements of ASC 835 and report accrued interest and the amortization of the original issue discount on the consolidated

statements of operations included elsewhere in this Report as “interest

expense on the Sponsor Note” and report the loan amount and unpaid interest as “Sponsor Note” on the consolidated balance

sheets included elsewhere in this Report.

For the year ended December 31, 2025, we recognized $539,932, in amortized original issue discount

and accrued interest expense on the consolidated statements of operations included elsewhere in this Report.

Capital Loan s

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.

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 repayment.

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.

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.

We have until June 20, 2026, to consummate the initial Business Combination (assuming no extensions).

If we do not complete a Business Combination, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.

In connection with our assessment of going concern considerations in accordance with Accounting Standards Update 2014 - 15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which we have available following the completion of the Initial Public Offering will enable us to sustain operations for a period of at least one - year from the issuance date of these financial statements.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2024.

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 to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support services.

The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 Units to cover over-allotments, if any.

On June 20, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters partially exercised the over-allotment option to purchase an additional 1,000,000 Units.

The underwriters had 45 days from the date of the IPO Prospectus to purchase the remaining 1,250,000 Units.

On August 4, 2024, the underwriters’ remaining over-allotment option expired worthless.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $3,000,000 in the aggregate, paid upon the closing of the Initial Public Offering.

In addition, the underwriters were entitled to a deferred fee of $0.40 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, and $0.60 per Unit on Units sold pursuant to the underwriters’ over-allotment option or $6,600,000 in the aggregate.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely on amounts remaining in the Trust Account following all properly submitted shareholder redemption in connection with the consummation of the initial Business Combination.

Critical Accounting Estimates and Policies

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.

Actual results could materially differ from those estimates.

The Company has not identified any critical accounting estimates that have a significant impact to our financial statements.

Recent Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.

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 the period from March 11, 2024 (inception) through December 31,

2024, we did not have any borrowings under any Working Capital Loans.

We have until June 20, 2026,

to consummate an initial Business Combination (assuming no extensions).

If we do not complete a Business Combination within the Combination

Period, we will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Articles.

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial

Statements-Going Concern,” we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans.

The working capital deficit and the expectation of significant future costs raise substantial doubt about our ability to continue as

a going concern within one year after the date that the accompanying consolidated financial statements are issued.

Additionally, Management

has determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a Business Combination by the

end of the Combination Period, raises substantial doubt about our ability to continue as a going concern.

No adjustments have been made

to the carrying amounts of assets or liabilities should we be required to liquidate after June 20, 2026.

Management plans to address

this uncertainty through the closing of its proposed Business Combination.

There is no assurance that the Company’s plans to consummate

a Business Combination will be successful within the Combination Period.

The accompanying consolidated financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

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 June 18, 2024, and until the completion of our Business Combination or liquidation, we reimburse MCG, an affiliate of the Sponsor,

$10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement.

As of December 31, 2025 and the period from March 11, 2024 (inception) through December 31, 2024, we incurred $120,000 and $64,220,

respectively, in fees for these services, of which such amount is included in accrued expenses in the consolidated balance sheets of

the financial statements included elsewhere this Report.

granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 Option

Units to cover over-allotments, if any.

On June 20, 2025, simultaneously with the Initial Public Offering, the Underwriters partially

exercised their Over-Allotment Option and purchased 1,000,000 Option Units, with 45 days to purchase the remaining 1,250,000 Option Units.

On August 4, 2024, the remaining Over-Allotment Option expired worthless.

Underwriters were paid a cash underwriting discount of $0.20 per Unit, or $3,000,000 in the aggregate, which was paid upon the closing

of the Initial Public Offering.

Additionally, the Underwriters are entitled to the Deferred Fee of $0.40 per Unit other than Option Units,

and $0.60 per Option Unit, or $6,600,000 in the aggregate.

The Deferred Fee is payable to the Underwriters, upon the completion of the

initial Business Combination, subject to the terms of the Underwriting Agreement.

Rights Agreement

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 “piggy-back”

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.

CCM and Seaport 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.

CCM and Seaport may participate in a “piggy-back” 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.

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.

Accounting Estimates and Standards

preparation of the consolidated 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 consolidated financial statements.

These accounting estimates require the use

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

Management bases its estimates on historical

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

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

To the extent actual experience differs from the assumptions

used, our consolidated financial statements and notes thereto included elsewhere in this Report could be materially affected.

As of December

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

Accounting Standards

November 2024, the FASB issued ASU Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities to disclose

additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with

early adoption permitted.

We are currently evaluating the impact of adopting ASU 2024-03.

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

a material effect on the consolidated financial statements and notes thereto included elsewhere in this Report.

Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this Item.

Financial Statements and Supplementary Data.

Reference is made to pages F-1 through F-22 comprising a portion of this Report, which are incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

is made to pages F-1 through F-20 comprising a portion of

this Report, which are incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting

and Financial Disclosure.

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