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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-13 · 39 added, 56 removed, 32 unchanged (75% of the section changed)

14 unchanged sentences

We intend to use cash derived from the proceeds of our Initial Public Offering and the sale of the Private Placement Units, our capital stock, debt or a combination of cash, stock and debt, in effecting a Business Combination.

As of March 31, 2026, we had not commenced any operations.

All activity through March 31, 2026 related to our formation and the proposed Initial Public Offering.

As of June 30, 2026, we had not commenced any operations.

All activity through June 30, 2026 related to our formation and the Initial Public Offering.

We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest.

Prior to the consummation of the Initial Public Offering, we generated limited non-operating income in the form of interest income on cash and cash equivalents.

Prior to the consummation of the Initial Public Offering, we generated limited non-operating income in the form of interest on cash and cash equivalents.

Following the consummation of the Initial Public Offering, we generated non-operating income from investments held in the Trust Account.

The registration statement for our Initial Public Offering was declared effective by the SEC on April 13, 2026.

Subsequent to March 31, 2026, on April 15, 2026, we consummated our Initial Public Offering of 10,000,000 units (the “Units”) at a price of $10.00 per Unit, generating gross proceeds of $100,000,000.

On April 15, 2026, we consummated our Initial Public Offering of 10,000,000 units (the "Units") at a price of $10.00 per Unit, generating gross proceeds of $100,000,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 140,000 private placement units (the "Private Placement Units") to West Pike, LLC, one of our co-sponsors, at a price of $10.00 per Private Placement Unit, generating aggregate gross proceeds of $1,400,000.

As of the date of issuance of these financial statements, the underwriter’s 45-day over-allotment option had not been exercised.

The underwriter did not exercise its 45-day over-allotment option to purchase up to 1,500,000 additional Units, and the option expired unexercised on May 28, 2026.

As a result, 527,027 founder shares held by Stone Bay, LLC became subject to surrender to us for no consideration;

the surrender and cancellation of such shares had not been completed as of the date of this Quarterly Report, and 4,040,541 Class B ordinary shares remained issued and outstanding.

Upon the closing of the Initial Public Offering and the private placement on April 15, 2026, $100,000,000 ($10.00 per Unit sold in the Initial Public Offering) was placed in a U.S.-based trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee.

As our Initial Public Offering had not been consummated as of March 31, 2026, the Trust Account had not been funded as of such date.

We will have until 12 months from the closing of the Initial Public Offering (or 15 months in the event that a definitive Business Combination agreement has been publicly announced) to consummate our initial Business Combination.

We will have until 12 months from the closing of the Initial Public Offering (April 15, 2027) (or 15 months (July 15, 2027) in the event that a definitive Business Combination agreement has been publicly announced) to consummate our initial Business Combination.

If we are unable to complete a Business Combination within such period, we will redeem the public shares and liquidate.

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

Our only activities from inception through March 31, 2026 were organizational activities, those necessary to prepare for our Initial Public Offering, and identifying a target company for a Business Combination.

Our only activities from inception through June 30, 2026 were organizational activities, those necessary to prepare for our Initial Public Offering, and identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion of our initial Business Combination.

Following the consummation of the Initial Public Offering on April 15, 2026, we expect to generate non-operating income in the form of interest income on the proceeds held in the Trust Account.

For the three months ended March 31, 2026, we had a net loss of $4,586, consisting of formation and operating costs of $4,780, partially offset by interest income of $194.

Our operating costs for the period consisted primarily of legal, accounting, regulatory, formation and other costs associated with our organizational activities and preparation for the proposed Initial Public Offering.

The Company was incorporated on June 3, 2025.

Accordingly, no comparative financial information is presented for the three months ended March 31, 2025.

For the three months ended June 30, 2026, we had net income of $751,398, consisting of formation and operating costs of $56,223, and offering costs of $3,155 attributable to the over-allotment option liability, offset by interest income of $1,615, dividend income earned on investments held in the Trust Account of $738,435 and a gain of $70,726 on the change in fair value of the over-allotment option liability.

Our operating costs for the period consisted primarily of legal, accounting, regulatory, listing, insurance and other costs associated with operating as a public company and preparing for a Business Combination.

For the period from June 3, 2025 (inception) through June 30, 2025, we had a net loss of $4,431, consisting of formation and operating costs.

For the six months ended June 30, 2026, we had net income of $746,812, consisting of formation and operating costs of $61,003 and offering costs of $3,155 attributable to the over-allotment option liability, offset by interest income of $1,809, dividend income earned on investments held in the Trust Account of $738,435 and a gain of $70,726 on the change in fair value of the over-allotment option liability.

The over-allotment option was recognized as a liability out of the proceeds of the Initial Public Offering on April 15, 2026 and expired unexercised on May 28, 2026, at which time its fair value was zero.

Liquidity and Capital Resources

As of March 31, 2026, we had $852 in cash and working capital of $3,421.

Our liquidity needs through March 31, 2026 had been satisfied through a payment of $25,000 from Stone Bay, LLC, one of our co-sponsors, for the founder shares, and loans from Stone Bay, LLC under an unsecured promissory note.

As of March 31, 2026, $139,000 was outstanding under the promissory note.

For the three months ended March 31, 2026, net cash used in operating activities was $4,586, attributable to the net loss of $4,586.

For the three months ended March 31, 2026, net cash used in financing activities was $3,950, consisting of $53,950 of deferred offering costs paid in connection with the proposed Initial Public Offering, partially offset by $50,000 of proceeds received under the promissory note from Stone Bay, LLC.

Subsequent to March 31, 2026, on April 15, 2026, we consummated our Initial Public Offering and the related private placement, generating aggregate gross proceeds of $101,400,000, of which $100,000,000 was placed in the Trust Account.

As of June 30, 2026, we had $307,155 in cash held outside the Trust Account and working capital of $228,203.

Our liquidity needs through June 30, 2026 had been satisfied through a payment of $25,000 from Stone Bay, LLC, one of our co-sponsors, for the founder shares, loans from Stone Bay, LLC under an unsecured promissory note and, following the closing of the Initial Public Offering on April 15, 2026, the net proceeds of the Initial Public Offering and the Private Placement not held in the Trust Account.

As of June 30, 2026, $99,000 was outstanding under the promissory note.

For the six months ended June 30, 2026, net cash used in operating activities was $110,888.

Net income of $746,812 was adjusted for dividend income earned on investments held in the Trust Account of $738,435, the $70,726 gain on the change in fair value of the over-allotment option liability and $3,155 of offering costs attributable to that liability (all non-cash items) and formation and operating costs of $640 paid directly by the Sponsors through the related party payable, and was further affected by changes in operating assets and liabilities of $(52,334), consisting of an increase in prepaid expenses of $61,544, partially offset by an increase in accounts payable and accrued expenses of $5,042 and an increase of $4,168 in amounts accrued under the administrative services agreement.

For the six months ended June 30, 2026, net cash used in investing activities was $100,000,000, consisting of cash deposited into the Trust Account upon the closing of the Initial Public Offering and the Private Placement.

For the six months ended June 30, 2026, net cash provided by financing activities was $100,408,655, consisting of $100,000,000 of gross proceeds from the Initial Public Offering, $1,330,000 of cash proceeds from the sale of the Private Placement Units and $80,000 of drawdowns under the promissory note from Stone Bay, LLC, partially offset by $1,001,345 of offering costs paid.

The remaining $70,000 of the $1,400,000 Private Placement purchase price was funded through a non-cash settlement of the promissory note.

On April 15, 2026, we consummated our Initial Public Offering and the related private placement, generating aggregate gross proceeds of $101,400,000, of which $100,000,000 was placed in the Trust Account.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned thereon (less amounts required to pay taxes, if any), to complete our initial Business Combination.

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Such units would be identical to the Private Placement Units.

As of March 31, 2026, no Working Capital Loans were outstanding.

As of June 30, 2026, no Working Capital Loans were outstanding.

Going Concern

As of March 31, 2026, we had $852 in cash and working capital of $3,421.

Subsequent to March 31, 2026, we consummated our Initial Public Offering on April 15, 2026 and have sufficient liquidity to meet our working capital needs through the earlier of the consummation of a Business Combination or one year from the date of issuance of these unaudited financial statements.

In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that we have sufficient liquidity to fund our operations for at least one year from the date these financial statements are issued.

Accordingly, no substantial doubt exists about our ability to continue as a going concern.

Off-Balance Sheet Arrangements

As of March 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Contractual Obligations

As of March 31, 2026, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the promissory note from Stone Bay, LLC described above.

In connection with the proposed Initial Public Offering, we entered into an engagement letter with D.

Boral Capital LLC (the “Underwriter”), which provided for a cash underwriting fee of $500,000 and the issuance of representative shares equal to 3.5% of the total Units sold, in each case payable upon the closing of the Initial Public Offering.

The cash underwriting fee was paid, and the representative shares were issued, upon the closing of the Initial Public Offering on April 15, 2026.

Subsequent to March 31, 2026, in connection with the closing of our Initial Public Offering on April 15, 2026, we entered into an administrative services agreement with an affiliate of our co-sponsors, pursuant to which we pay $1,667 per month for office space, utilities, and secretarial and administrative support services.

The administrative services agreement will terminate upon the earlier of the completion of our initial Business Combination or our liquidation.

Critical Accounting Policies and Estimates

The preparation of our 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, disclosures of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported.

Actual results could materially differ from those estimates.

We have identified the following as our critical accounting policies:

Deferred Offering Costs

We comply with the requirements of ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees incurred through the balance sheet date that are directly related to the Initial Public Offering.

Upon completion of the Initial Public Offering, offering costs allocated to equity-classified instruments will be charged against additional paid-in capital, and offering costs allocated to the redeemable Class A ordinary shares will be charged to temporary equity.

Ordinary Shares Subject to Possible Redemption

We will account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value.

Conditionally redeemable Class A ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity.

As of March 31, 2026, there were no Class A ordinary shares issued or outstanding.

Following the closing of our Initial Public Offering on April 15, 2026, our Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholder’s equity section of our balance sheet.

Warrants and Rights

We will account for the warrants and rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Management has evaluated the warrants and rights and concluded that they meet the criteria for equity classification.

Accordingly, the warrants and rights will be classified as equity at their assigned value upon issuance and are not subject to subsequent remeasurement.

As of March 31, 2026, no warrants or rights were issued or outstanding.

Recent Accounting Pronouncements

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

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with such standards.

We have elected to take advantage of the benefits of this extended transition period.

As of June 30, 2026, we had $307,155 in cash held outside the Trust Account and working capital of $228,203.

We have until April 15, 2027 (or July 15, 2027 in the event that a definitive Business Combination agreement has been publicly announced) to consummate our initial Business Combination.

In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40, "Presentation of Financial Statements – Going Concern," management has determined that our mandatory liquidation and subsequent dissolution, should a Business Combination not be completed by April 15, 2027, raise substantial doubt about our ability to continue as a going concern for a period of one year after the date the accompanying unaudited financial statements are issued.

Management intends to address this uncertainty through the completion of a Business Combination or a valid extension of the completion period;

however, there can be no assurance that these plans will be successful.

The unaudited financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.

Off-Balance Sheet Arrangements and Contractual Obligations

As of June 30, 2026, we had no material off-balance sheet arrangements or long-term contractual cash requirements other than the promissory note and the administrative services agreement described in Notes 5 and 6 to the unaudited financial statements included in this Quarterly Report.

Critical Accounting Estimates

The preparation of our unaudited financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities.

The valuation of the over-allotment option involved significant estimates and assumptions, including the fair value of the underlying Units, expected volatility and the risk-free interest rate.

The valuation of the warrants, the rights and the representative shares issued in connection with the Initial Public Offering involved significant estimates and assumptions, including the fair value of the underlying Class A ordinary shares and the probability of completing a Business Combination.

These estimates are described in Note 8 to the unaudited financial statements.

Actual results could differ materially from those estimates.

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

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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