What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-11 compared with 2025-11-14 · 165 added, 157 removed, 31 unchanged (91% of the section changed)

25 unchanged sentences

For information identifying important factors that could cause actual results to differ materially

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

for its proposed public offering (the “Proposed Public Offering”) filed with the U.S.

Securities and Exchange Commission

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

its proposed public offering (the “Proposed Public Offering”) filed with the U.S.

Securities and Exchange Commission (the

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

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

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

We are a blank check company

incorporated as a British Virgin Islands business company on April 16, 2021 for the purpose of entering into a merger, share exchange,

asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses.

Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region.

As such, although

we are not targeting target companies in China, we may consider a business combination with an entity or business with a physical presence

or other significant ties to China, including Hong Kong and Macau, which may subject the post-business combination business to the

laws, regulations and policies of China.

We intend to utilize cash derived from the proceeds of this offering, our securities, debt or

a combination of cash, securities and debt, in effecting a business combination.

The issuance of additional

shares in our initial business combination:

significantly dilute the equity interest of investors in this offering who would not have

pre-emption rights in respect of any such issue;

cause a change in control if a substantial number of 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;

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;

adversely affect prevailing market prices for our ordinary shares.

Similarly, if we issue debt

securities or otherwise incur significant indebtedness, it could result in:

and foreclosure on our assets if our operating revenues after our 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;

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

inability to obtain necessary additional financing if any document governing such debt contains

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

inability to pay dividends on our ordinary shares;

a substantial portion of our cash flow to pay principal and interest on our debt, which will

reduce the funds available for dividends on our ordinary shares if declared, 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;

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 accompanying

financial statements, at September 30, 2025, we had $57,208 in cash and a working capital deficit of $742,635.

Further, we expect to

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

Our plans to raise capital or to consummate our initial

business combination may not be successful.

These factors among others raise substantial doubt about our ability to continue as a going

Results of Operations and Known Trends or

Future Events

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 Proposed Public offering.

Following this 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 after this offering.

There has been no significant change in our financial or trading position and no material adverse change

has occurred since the date of our audited financial statements.

After this 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 this offering.

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

statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated as a

British Virgin Islands business company on April 16, 2021 for the purpose of entering into a merger, share exchange, asset acquisition,

share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses.

to identify a prospective target business will not be limited to a particular industry or geographic region.

As such, although we are

not targeting target companies in China, we may consider a business combination with an entity or business with a physical presence or

other significant ties to China, including Hong Kong and Macau, which may subject the post-business combination business to the laws,

regulations and policies of China.

We intend to utilize cash derived from the proceeds of the Initial Public Offering, our securities,

debt or a combination of cash, securities and debt, in effecting a business combination.

We expect to continue to incur significant costs

in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a business combination will be successful.

Results of Operations

We have neither engaged in any operations nor

generated any operating revenues to date.

Our only activities since inception were organizational activities and those necessary to prepare

for the initial public offering, described below and, after our initial public offering, 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.

We expect to generate

non-operating income in the form of interest income on marketable securities held after the initial public offering.

We expect that we

will 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 searching for, and completing, a business combination.

For the three months ended March 31, 2025 and

2026, we had a net loss of $51,857 and net income of $95,982, respectively, which primarily consisted of income earned on marketable securities

held in Trust Account, and general and administrative expenses.

Liquidity and Capital Resources

Our liquidity needs will be

satisfied through receipt of $25,000 from the sale of the founder shares and an aggregate of up to $1,500,000 in loans available from

the sponsor under an unsecured promissory note executed on May 1, 2021 and an unsecured promissory note executed on May 1, 2025,

and due at the closing of this offering.

As of September 30, 2025, we have borrowed $799,843 under the promissory note with the sponsor.

Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.

plans to address this uncertainty through this offering are discussed above.

We cannot assure you that our plans to raise capital or

to consummate an initial business combination will be successful.

These factors, among others, raise substantial doubt about our ability

to continue as a going concern.

We estimate that the net proceeds

from (1) the sale of the units in this offering, after deducting offering expenses of approximately $500,000 and underwriting discounts

and commissions of $750,000 and (2) the sale of the private units for a purchase price of $1,750,000 (or up to $1,862,500 if the

underwriters’ over-allotment option is exercised in full), will be $50,500,000 (or $58,000,000 if the over-allotment option is

exercised in full), of which amount $50,000,000 (or $57,500,000 if the over-allotment is exercised in full) will be held in the trust

The remaining estimated $500,000 will not be held in the trust account.

We intend to use substantially

all of the net proceeds of this offering and the sale of the private units, including the funds held in the trust account (excluding

deferred underwriting discounts) to acquire a target business or businesses and to pay our expenses relating thereto.

To the extent that

our shares used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the trust

account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business

or businesses.

Such working capital funds could be used in a variety of ways including continuing or expanding the target business’

operations, for strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also

be used to repay any operating expenses which we had incurred prior to the completion of our initial business combination if the funds

available to us outside of the trust account were insufficient to cover such expenses.

We believe that, upon consummation

of this offering, the estimated $500,000 of net proceeds not held in the trust account, along with interest on the funds held in the

trust account that is available to us, will be sufficient to allow us to operate for at least the next 15 months (or up to 21 months

from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as

described in more detail in this prospectus), assuming that a business combination is not consummated during that time.

Over this time

period, we will be using these funds for identifying and evaluating prospective acquisition candidates, performing business due diligence

on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing

corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring,

negotiating and consummating the business combination.

We anticipate that we will incur approximately:

of expenses for the legal, accounting and other third-party expenses in connection with initial

business combination;

of expenses relating to our SEC filing obligations and other legal and accounting fees related

to regulatory reporting obligations;

for office space and other administrative expenses;

for D&O insurance premiums;

for general working capital that will be used for miscellaneous expenses.

If our estimates of the costs

of undertaking in-depth due diligence and negotiating our initial business combination is 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.

Moreover, we may need

to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant

number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or

incur debt in connection with such business combination.

Subject to compliance with applicable securities laws, we would only consummate

such financing simultaneously with the consummation of our initial business combination.

Following our initial business combination,

if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

On February 2, 2026, the Company consummated its

Initial Public Offering of 5,750,000 Units, at $10.00 per Unit, generating gross proceeds of $57,500,000, including the full exercise

by the underwriters of their over-allotment option in the amount of 750,000 units.

Simultaneously with the closing of the Initial Public

Offering, the Sponsor purchased an aggregate of 186,250 units at a price of $10.00 per unit for an aggregate purchase price of $1,862,500

in a private placement.

A total of $57,500,000 of the net proceeds from

the Initial Public Offering and the Private Placement were deposited in a trust account established for the benefit of the Company’s

public stockholders, with Equinity Trust Company, LLC acting as trustee.

We intend to use substantially all of the net

proceeds of this offering and the sale of the private units, including the funds held in the trust account (excluding deferred underwriting

discounts) to acquire a target business or businesses and to pay our expenses relating thereto.

To the extent that our shares used in

whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the trust account as well

as any other net proceeds not expended will be used as working capital to finance the operations of the target business or businesses.

Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations,

for strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to repay

any operating expenses which we had incurred prior to the completion of our initial business combination if the funds available to us

outside of the trust account were insufficient to cover such expenses.

As of March 31, 2026, we had $1,846,192 in cash

and a working capital deficit of $501,095.

For the three months ended March 31, 2026, net cash used in operating activities was $210,579.

The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000

for the founder shares and an aggregate of up to $6,500,000 in loans available from the sponsor under an unsecured promissory note executed

on May 1, 2021 and an unsecured promissory note executed on May 1, 2025, and due at the closing of this offering.

On November 15,

2025, the Sponsor provided additional loans up to an aggregate amount of $5,000,000 under the new sponsor loan agreement.

The funds were

used to pay for our expenses of the Initial Public Offering and Business Combination with interest-free.

As of March 31, 2026, we have

borrowed $2,347,287 under the promissory note with the sponsor.

Subsequent to the consummation of the Initial Public Offering, the Company

expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the Initial

Public Offering and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective

business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting

the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination.

certain of the Company’s initial shareholders, officers and directors or their affiliates have committed to loan the Company funds

from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company

will receive such funds.

The Company will use 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.

we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with

our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target

businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target

businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so.

entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as

a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination

and the amount of our available funds at the time.

Our forfeiture of such funds (whether as a result of our breach or otherwise) could

result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

The Company has incurred and expects to continue

to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of

the consummation of a Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance

with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial

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

In addition, if the Company is unable to complete a Business Combination

within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal

dissolution of the Company.

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

within the Combination Period.

As a result, management has determined that such an additional condition also raises substantial doubt

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

The financial statement does not include any adjustments that might

result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We did not have any off-balance

sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K as of September 30, 2025.

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.

We did not have any off-balance sheet arrangements

as defined in Item 303(a)(4)(ii) of Regulation S-K as of March 31, 2026.

We do not participate in transactions that create relationships

with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established

for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements,

established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Commitments and Contractual Obligations

We do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than agreements with affiliates of Sponsor

to pay an aggregate of $6,831 per month for office space, utilities, and secretarial and administrative support.

The underwriters will be entitled

to a cash underwriting discount of half and one percent (1.5%) of the gross proceeds of the Proposed Public Offering, or $750,000 (or

up to $862,500 if the underwriters’ over-allotment is exercised in full).

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

obligations, operating lease obligations or long-term liabilities, other than agreements with affiliates of Sponsor to pay an aggregate

of $6,831 per month for office space, utilities, and secretarial and administrative support.

The underwriters were entitled to a cash underwriting

discount of half and one percent (1.5%) of the gross proceeds of the Initial Public Offering, amounting to $862,500.

Critical Accounting Estimates

The preparation of financial

statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets

and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Making estimates requires

management to exercise significant judgement.

It is at least reasonably possible that the estimate of the effect of a condition, situation

or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,

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

Accordingly, the actual results could materially differ from

those estimates.

Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company we are not required to make disclosures

under this Item.

The preparation of financial statements and related

disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date

of the financial statements, and income and expenses during the periods reported.

Making estimates requires management to exercise significant

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

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

one or more future confirming events.

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

We have identified

the following as our critical accounting policies:

Common Stock Subject to Possible Redemption

The Company accounts for its ordinary shares subject

to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary

shares subject to mandatory redemption are classified as a liability instrument and measured at fair value.

Conditionally redeemable 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 the Company’s control) are classified as temporary equity.

times, ordinary shares are classified as stockholders’ equity.

The Company’s ordinary shares feature certain redemption rights

that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

5,750,000 shares of ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the

stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value

over the period from the date Immediately upon the closing of the IPO, the Company recognized the accretion from initial carrying amount

to redemption book value.

The change in the carrying value of ordinary shares subject to possible redemptions resulted in charges against

additional paid-in capital.

Net Income Per Ordinary Share

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per ordinary share is computed by dividing net income

by the weighted average number of ordinary share outstanding for the period.

Remeasurement adjustments associated with the redeemable

shares of common stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted net income per share

does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement since

the exercise of the rights are contingent upon the occurrence of future events.

As of March 31, 2026, the rights are exercisable to purchase

742,031 shares of common stock in the aggregate.

The weighted average of these shares was excluded from the calculation of diluted net

income common stock since the inclusion of such rights would be anti-dilutive.

The rights cannot be converted to shares of common stock

prior to an initial Business Combination;

therefore, they have been classified as anti-dilutive.

Recent Accounting Standards

Management 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 statements.

Quantitative and Qualitative Disclosures

About Market Risk

As a smaller reporting company we are not

required to make disclosures under this Item.

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