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Item 2. Management’s Discussion and Analysis

2025-11-13 compared with 2025-09-23 · 97 added, 133 removed, 187 unchanged (55% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

Management’s Discussion

and Analysis of Financial Condition and Results of Operations

Unless otherwise stated or the context otherwise

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with a business combination to the owners of the target or other investors:

● may significantly dilute the equity interest of investors in our Initial

Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance

of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

● may subordinate the rights of holders of Class A ordinary

shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

● could cause a change in control if a substantial number of

our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards,

if any, and could result in the resignation or removal of our present officers and directors;

● may have the effect of delaying or preventing a change of

control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

● may adversely affect prevailing market prices for our Class A

ordinary shares and/or rights.

may significantly dilute the equity interest of investors in our Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

may adversely affect prevailing market prices for our Class A ordinary shares and/or rights.

Similarly, if we issue debt securities or otherwise

incur significant debt to bank or other lenders or the owners of a target, it could result in:

● default and foreclosure on our assets if our operating revenues

after an initial business combination are insufficient to repay our debt obligations;

● acceleration of our obligations to repay the indebtedness

even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial

ratios or reserves without a waiver or renegotiation of that covenant;

● our immediate payment of all principal and accrued interest,

if any, if the debt security is payable on demand;

● our inability to obtain necessary additional financing if

the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

● using a substantial portion of our cash flow to pay principal

and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate

● limitations on our flexibility in planning for and reacting

to changes in our business and in the industry in which we operate;

● increased vulnerability to adverse changes in general economic,

industry and competitive conditions and adverse changes in government regulation;

● limitations on our ability to borrow additional amounts for

expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages

compared to our competitors who have less debt.

As indicated in the financial statements, at June 30, 2025, we

had no cash and deferred offering costs of $59,701.

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

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

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

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

As indicated in the financial statements, at September 30,

2025, we had $1,883,395 of cash and $173,451,679 of amounts held in the Trust Account.

We expect to incur significant costs in the pursuit

of our initial business combination.

We cannot assure you that our plans to raise capital or to complete our initial business combination

will be successful.

Results of Operations and Known Trends or Future

As of June 30, 2025, we have neither engaged in

any operations nor generated any revenues to date.

Our only activities since inception have been organizational activities and those necessary

to prepare for the Initial Public Offering that closed on August 13, 2025.

Following the Initial Public Offering, we will not generate

any operating revenues until after completion of our initial business combination.

We will generate non-operating income in the form of

interest income on cash and cash equivalents held in the Trust Account after the Initial Public Offering.

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),

as well as for due diligence expenses.

We expect our expenses to increase substantially after the closing of our Initial Public Offering.

As of September 30, 2025, we have neither engaged

in any business operations nor generated any revenues to date.

Our only activities since inception have been organizational activities,

those necessary to prepare for the Initial Public Offering that closed on August 13, 2025, and following the Initial Public Offering,

seeking a target business to acquire.

We will not generate any operating revenues until after completion of our initial business combination.

We will generate non-operating income in the form of interest income on cash and cash equivalents held in the Trust Account.

to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as for due diligence expenses in connection with identifying a target business to acquire.

Liquidity and Capital Resources

Our liquidity needs have been satisfied prior

Our liquidity needs were satisfied prior

to the completion of the Initial Public Offering through $25,000 paid by the sponsor to cover certain of our offering and formation costs

in exchange for the issuance of the founder shares to our sponsor and up to $185,000 in loans from our sponsor.

Subsequent to the quarterly period covered by

this Quarterly Report, on August 13, 2025, the Company consummated the Initial Public Offering of 15,000,000 units at $10.00 per unit

(the “Public Units”), generating proceeds of $150,000,000.

Each Public Unit consists of one Class A ordinary share (each,

a “Public Share”) and one right to receive one-tenth (1/10th) of one Class A ordinary share upon the consummation of an initial

Business Combination (each, a “Public Right”).

On August 13, 2025, the Company consummated the

Initial Public Offering of 15,000,000 units at $10.00 per unit (the “Public Units”), generating proceeds of $150,000,000.

Each Public Unit consists of one Class A ordinary share (each, a “Public Share”) and one right to receive one-tenth (1/10th)

of one Class A ordinary share upon the consummation of an initial Business Combination (each, a “Public Right”).

The Company’s

underwriters fully exercised their over-allotment option to purchase an additional 2,250,000 Public Units at $10.00 per unit in full on

August 15, 2025.

The over-allotment units were delivered to the underwriters in connection with the closing on August 19, 2025, generating

an additional $22,500,000 of proceeds which were deposited into the Trust Account.

Simultaneously with the consummation of the Initial

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to the Sponsor and the underwriters, at a price of $10.00 per unit, or $4,650,000 in the aggregate, in a private placement that closed

simultaneously with the Initial Public Offering (Note 4).

simultaneously with the Initial Public Offering.

Each Private Placement Unit consists of one Class A ordinary share (each, a

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and is included in the balance sheet as a subscription receivable, representative of the non-interest bearing, unsecured promissory note

issued to the Sponsor (see Note 6).

issued to the Sponsor.

Transaction costs amounted to $7,262,013, consisting

of $1,500,000 cash underwriting fee, $4,500,000 of deferred underwriting fee, and $1,262,013 of other offering costs.

of a $1,500,000 cash underwriting fee, $4,500,000 of deferred underwriting fee, and $1,262,013 of other offering costs.

A total of $172,500,000 from the net proceeds

of the sale of the Units in the Initial Public Offering and certain proceeds from the sale of the Private Placement Units was placed into

the Trust Account.

The proceeds held in the Trust Account will initially be invested only in U.S.

government treasury obligations

with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment

Company Act which invest only in direct U.S.

of the sale of the Units in the Initial Public Offering, the proceeds from the exercise of the underwriters over-allotment option, and

certain proceeds from the sale of the Private Placement Units was placed into the Trust Account.

The proceeds held in the Trust Account

will initially be invested only in cash held in a demand deposit account, U.S.

government treasury obligations with a maturity of

185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act

which invest only in direct U.S.

government treasury obligations;

the holding of these assets in this form is intended

to be temporary and for the sole purpose of facilitating the intended business combination.

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.

In the event that the offering expenses

are less than our estimate of $750,000, the amount of funds available outside the Trust Account would increase by a corresponding amount.

On August 15, 2025, Clear Street formally notified

the Company that they will exercise their over-allotment option to the full extent of 2,250,000 Units, generating $22,500,000 of additional

The Units were delivered to Clear Street in connection with the closing on August 19, 2025.

The $22,500,000 of proceeds from

the underwriters exercise of their over-allotment option were placed into the Trust Account.

the holding of these assets in this form is intended to be temporary

and for the sole purpose of facilitating the intended business combination.

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.

We intend to use substantially all of the funds

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We do not believe we will need to raise additional

funds following this offering in order to meet the expenditures required for operating our business prior to our initial business combination.

However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial

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 initial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with

an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but

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

If we complete our initial business combination, we would repay such loaned amounts.

In the event that our initial business combination does not close, we may use amounts held outside of 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 private placement units of the post business combination entity at a price of $10.00 per unit at the option of the lender.

would be identical to the private placement units.

The terms of such loans, if any, have not been determined and no written agreements

exist with respect to such loans.

Prior to the completion of our initial business combination, we do not expect to seek loans from parties

other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide

a waiver against any and all rights to seek access to funds in our Trust Account.

funds following the Initial Public Offering in order to meet the expenditures required for operating our business prior to our initial

business combination.

However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and

negotiating an initial 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 initial business combination.

In order to fund working capital deficiencies or finance transaction

costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers

and directors may, but are not obligated to, loan us funds as may be required.

If we complete our initial business combination, we would

repay such loaned amounts.

In the event that our initial business combination does not close, we may use amounts held outside of 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 private placement 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.

The terms of such loans, if any, have not been determined

and no written agreements exist with respect to such loans.

Prior to the completion of our initial business combination, we do not expect

to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to

loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

We expect our primary liquidity requirements during

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founder shares (or proceeds thereof) has been declared effective by the SEC.

These ordinary shares will be deemed compensation

by FINRA and are therefore subject to a lock-up for a period of 180 days from the date of the commencement of sales in our Initial Public

Offering pursuant to FINRA Rule 5110(e)(1).

Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold, transferred, assigned,

pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic

disposition of the securities by any person for a period of 180 days from the commencement of sales of our Initial Public Offering except

to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.

The number of founder shares outstanding was determined

based on the expectation that the total size of our Initial Public Offering would be a maximum of 17,250,000 units if the underwriters’

over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after

the Initial Public Offering.

Our sponsor, McKinley Partners LLC, which we refer

to as the “sponsor”, Clear Street, which we refer to as “Clear Street”, and Brookline Capital Markets, a division

of Arcadia Securities, LLC, which we refer to as “Brookline”, committed to purchase an aggregate of 465,000 units, in a private

placement at $10.00 per unit for a total purchase price of $4,650,000 (which includes $4,150,000 in cash and the Private Placement Units

Of those 465,000 Private Placement Units, our sponsor has agreed to purchase 420,000 Private Placement Units, Clear Street agreed

to purchase 25,000 Private Placement Units, and Brookline agreed to purchase 20,000 Private Placement Units.

The Private Placement Units

are identical to the units sold in the Initial Public Offering, subject to certain limited exceptions as described below.

Of the 420,000

Private Placement Units to be purchased by the sponsor, a total of 50,000 of those units were purchased by a non-interest bearing, unsecured

promissory note that issued to the sponsor simultaneously with the closing of the Initial Public Offering in the principal amount of $500,000

(the “Private Placement Units Note”), which we may draw down at any time and from time to time in our sole discretion.

the closing of our initial business combination, we will cancel the number of Private Placement Units proportional to the amount not drawn

under the Private Placement Units Note and the Private Placement Units Note will be canceled.

The Private Placement Units purchased by Clear

Street and Brookline will be deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days from the date

of the commencement of sales in the Initial Public Offering pursuant to FINRA Rule 5110(e)(1).

Pursuant to FINRA Rule 5110(e)(1), these

securities will not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative,

put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days from the

commencement of sales of the Initial Public Offering except to any underwriter and selected dealer participating in the offering and their

officers, partners, registered persons or affiliates.

Our sponsor, McKinley Partners LLC, which we

refer to as the “sponsor”, the underwriters, which we refer to as “Clear Street”, and Brookline Capital

Markets, a division of Arcadia Securities, LLC, which we refer to as “Brookline”, committed to purchase an aggregate of

465,000 units, in a private placement at $10.00 per unit for a total purchase price of $4,650,000 (which includes $4,150,000 in cash

and the Private Placement Units Note) at the closing of the Initial Public Offering.

Of those 465,000 Private Placement Units, our sponsor has agreed to purchase 420,000 Private

Placement Units, Clear Street agreed to purchase 25,000 Private Placement Units, and Brookline agreed to purchase 20,000 Private

Placement Units.

The Private Placement Units are identical to the units sold in the Initial Public Offering, subject to certain

limited exceptions as described below.

Of the 420,000 Private Placement Units to be purchased by the sponsor, a total of 50,000 of

those units were purchased by a non-interest bearing, unsecured promissory note that issued to the sponsor simultaneously with the

closing of the Initial Public Offering in the principal amount of $500,000 (the “Private Placement Units Note”), which

we may draw down at any time and from time to time in our sole discretion.

At the closing of our initial business combination, we

will cancel the number of Private Placement Units proportional to the amount not drawn under the Private Placement Units Note and

the Private Placement Units Note will be canceled.

The Private Placement Units are identical to the

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basis all payments that were made to our sponsor, officers, directors or our or their affiliates.

As of June 30, 2025, we had borrowed $121,210

under the promissory note with our sponsor.

In addition, in order to finance transaction costs

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No unaudited quarterly operating data is included in this Quarterly

Report as we have not conducted any operations to date.

Report as we have not conducted any business operations to date.

Critical Accounting Estimates

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those estimates.

We have not identified any critical accounting estimates as of June 30, 2025.

We have not identified any critical accounting estimates as of September 30, 2025.

Recent Accounting Standards

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis