What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-12 compared with 2025-08-13 · 159 added, 152 removed, 84 unchanged (79% of the section changed)

Management’s Discussion and

Analysis of Financial Condition and Results of Operations.

We are a blank check company incorporated as a Cayman Islands exempted

company and incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization

or similar business combination with one or more businesses, which we refer to throughout this report as our initial business combination.

We may pursue an initial business combination target in any business, industry and geographic location.

We have not selected any business

combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with

any business combination target.

We intend to effectuate our initial business combination using cash from the proceeds of our initial

public offering (“IPO”) and the private placement of private placement units (the “Private Placement”), our shares,

debt or a combination of cash, shares and debt.

We will have up to 18 months from the closing of the IPO to consummate an initial

business combination.

We may also hold a shareholder vote at any time to amend our amended and restated memorandum and articles of association

(the “Amended Charter”) to modify the amount of time we will have to consummate an initial business combination (as well as

to modify the substance or timing of our obligation to allow redemption in connection with an initial business combination or to redeem

100% of our shares issued in the IPO (the “public shares”) if we have not consummated an initial business combination within

the time periods described herein or with respect to any other material provisions relating to the rights of holders of Class A ordinary

shares or pre-initial business combination activity).

Following the closing of the IPO and over-allotment option, an amount

of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement was placed in a

trust account (the “Trust Account”).

The funds in the Trust Account will be invested or held only in either (i) U.S.

treasury bills 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 of 1940, as amended, which invest only in direct U.S.

government treasury obligations, (ii) as uninvested

cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank.

We intend to use substantially all

of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall

be net of interest earned on the funds held in the Trust Account that may be released to us to fund our working capital requirements –

subject to a limit of $300,000, in the aggregate, of the interest earned on the funds held in the Trust Account – and/or to pay

our income and franchise taxes, if any, provided that all withdrawals may only be made from interest and not from the principal held in

the Trust Account (collectively, “permitted withdrawals”)), to complete our initial business combination.

Except with respect

to permitted withdrawals and/or pay dissolution expenses, the proceeds from the IPO and Private Placement held in the Trust Account

will not be released until the earliest of (a) the completion of our initial business combination;

(b) the redemption of any of the public

shares in connection with any vote on a proposed business combination in accordance with the provisions of our Amended Charter;

repurchase of shares by means of a tender offer pursuant to the Amended Charter (d) the redemption of any of our public shares in connection

with a shareholder vote to amend the Amended Charter (i) to modify the substance or timing of our obligation to allow redemption in connection

with our initial business combination or redeem 100% of its public shares if we do not consummate its initial business combination by

January 2, 2027 (or such later date if extended), or (ii) with respect to any other provision relating to the rights of the holders of

Class A ordinary shares or pre-initial business combination activity;

and (e) the redemption of all of the Company’s public shares

if it is unable to complete its business combination by January 2, 2027 (or such later date if extended), subject to applicable law and

the provisions of the Amended Charter.

We have incurred and 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 and Known Trends or

Future Events

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

We are a blank check company

incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, amalgamation, share exchange,

asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout

this report as our initial business combination.

We may pursue an initial business combination target in any business, industry and geographic

We have not selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive

discussions, directly or indirectly, with any business combination target.

We intend to effectuate our initial business combination

using cash from the proceeds of our initial public offering (“IPO”) and the private placement of private placement units (the

“Private Placement”), our shares, debt or a combination of cash, shares and debt.

We will have up to 18 months from the

closing of the IPO to consummate an initial business combination.

We may also hold a shareholder vote at any time to amend our amended

and restated memorandum and articles of association (the “Amended Charter”) to modify the amount of time we will have to consummate

an initial business combination (as well as to modify the substance or timing of our obligation to allow redemption in connection with

an initial business combination or to redeem 100% of our shares issued in the IPO (the “public shares”) if we have not consummated

an initial business combination within the time periods described herein or with respect to any other material provisions relating to

the rights of holders of Class A ordinary shares or pre-initial business combination activity).

Following the closing of the

IPO and over-allotment option, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and

the Private Placement was placed in a trust account (the “Trust Account”).

The funds in the Trust Account will be invested

or held only in either (i) U.S.

government treasury bills 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 of 1940, as amended, (the “Investment Company Act”),

which invest only in direct U.S.

government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing

bank demand deposit account or other accounts at a bank.

We intend to use substantially all of the funds held in the Trust Account,

including any amounts representing interest earned on the Trust Account (which interest shall be net of interest earned on the funds held

in the Trust Account that may be released to us to fund our working capital requirements – subject to a limit of $300,000, in the

aggregate, of the interest earned on the funds held in the Trust Account – and/or to pay our income and franchise taxes, if any,

provided that all withdrawals may only be made from interest and not from the principal held in the Trust Account (collectively, “permitted

withdrawals”)), to complete our initial business combination.

Except with respect to permitted withdrawals and/or pay dissolution

expenses, the proceeds from the IPO and Private Placement held in the Trust Account will not be released until the earliest of (a) the

completion of our initial business combination;

(b) the redemption of any of the public shares in connection with any vote on a proposed

business combination in accordance with the provisions of our Amended Charter;

pursuant to the Amended Charter (d) the redemption of any of our public shares in connection with a shareholder vote to amend the Amended

Charter (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination

or redeem 100% of its public shares if we do not consummate its initial business combination by January 2, 2027 (or such later date if

extended), or (ii) with respect to any other provision relating to the rights of the holders of Class A ordinary shares or pre-initial

business combination activity;

and (e) the redemption of all of the Company’s public shares if it is unable to complete its business

combination by January 2, 2027 (or such later date if extended), subject to applicable law and the provisions of the Amended Charter.

We have incurred and 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 and Known Trends or Future

We have neither engaged in

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Our only activities since December 18, 2024, the date of the Company’s inception,

have been organizational activities and those necessary to prepare for the IPO.

Following the IPO, 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 the IPO.

After the IPO, 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 expenses as we conduct due diligence on prospective business

combination candidates.

For the three and six months

ended June 30, 2025, we had a net loss of $77,889 and $133,456, respectively, which are comprised of formation and operating costs.

have been organizational activities, those necessary to prepare for the IPO, described below, and identifying a target company for a business

We do not expect to 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.

We incur expenses as a result

of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due

diligence on prospective business combination candidates.

For the three and nine months

ended September 30, 2025, we had a net income of $971,953 and $838,497, respectively, which are comprised of investment income on investments

held in the Trust Account less formation and operating costs.

Liquidity and Capital Resources

As of June 30, 2025, our cash

balance was $1,325,110 and a working capital deficit of $159,217.

Further, Next Move Capital LLC, the Company’s sponsor (the

“Sponsor”), has agreed to loan up to $300,000 in loans to cover organizational, offering-related and post-offering expenses,

which amount may be increased to $500,000, if we and our Sponsor agree.

These loans are evidenced by a promissory note dated December

31, 2024, as amended on June 23, 2025 (as amended, the “Note”).

Until the consummation of our IPO, our only source of liquidity

was an initial purchase of Class B ordinary shares (the “founder shares”) by the Sponsor and loans from our Sponsor.

As of September 30, 2025, the Company had a cash balance of $440,824

and working capital of $566,713.

Further, Next Move Capital LLC, the Company’s sponsor (the “Sponsor”), has agreed

to loan up to $300,000 to cover organizational, offering-related and post-offering expenses, which amount may be increased

to $500,000 if we and our Sponsor agree.

These loans are evidenced by a promissory note dated December 31, 2024, as amended on June 23,

2025 (as amended, the “Note”).

Until the consummation of our IPO, our only source of liquidity was an initial purchase of

Class B ordinary shares (the “founder shares”) by the Sponsor and loans from our Sponsor.

On July 2, 2025, we consummated

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of our initial business combination.

Subsequently, the underwriters

exercised the over-allotment option in full, and the closing of the issuance and sale of the Over-Allotment Option Units closed on July

Subsequent to the IPO closing,

the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the Over-Allotment Option Units

occurred on July 10, 2025.

As a result, we sold an additional 1,500,000 Units at $10.00 per Unit, generating gross proceeds of $11,500,000.

Simultaneously

with the closing of the full exercise of the underwriters’ over-allotment option, we completed the private sale of 7,500 Private

Placement Units to the Sponsor, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $75,000.

Simultaneously with the closing of the full exercise of the underwriters’ over-allotment option, we completed the private sale of

7,500 Private Placement Units to the Sponsor, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $75,000.

Transaction costs amounted to $5,457,575, consisting of $537,500 of

4 unchanged sentences

be net of permitted withdrawals and dissolution expenses, to complete our initial business combination.

To the extent that our share

capital or debt is used, in whole or in part, as consideration to complete an initial 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

To the extent that our share capital

or debt is used, in whole or in part, as consideration to complete an initial 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.

We will use the funds held outside of the Trust Account and other sources

of available capital, including the Note and any additional loans, and amounts of interest earned on the Trust Account that may be released

to us as permitted withdrawals, 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, structure, negotiate and complete a business combination,

and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay our taxes.

We will use the funds held

outside of the Trust Account and other sources of available capital, including the Note and any additional loans, and amounts of interest

earned on the Trust Account that may be released to us as permitted withdrawals, 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,

structure, negotiate and complete a business combination, and to pay taxes to the extent the interest earned on the Trust Account is not

sufficient to pay our taxes.

We expect our primary liquidity

requirements during that period to include approximately $125,000 for legal, accounting, due diligence, travel and other expenses associated

with structuring, negotiating and documenting successful business combinations;

$175,000 for legal and accounting fees and related to

regulatory reporting requirements;

$85,000 for continued listing fees on The Nasdaq Stock Market LLC and approximately $15,000 for general

working capital that will be used for miscellaneous expenses, general corporate purposes, liquidation obligations and reserves net of

estimated interest income.

These amounts are estimates

and may differ materially from our actual expenses.

In the event that we incur additional expenses prior to the closing of the initial

business combination, we expect that such amounts will be satisfied from permitted withdrawals of interest earned on the amounts held

in the Trust Account in an amount up to $300,000 and, if necessary, additional loans from our sponsor.

If our available funds are not

sufficient, we may be unable to continue searching for, or conducting due diligence with respect to, prospective target businesses.

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.

Moreover, we may need to obtain additional financing either to complete our initial business combination

or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination,

in which case we may issue additional securities or incur debt in connection with such business combination.

requirements over the next 12 months to include fees and expenses associated with satisfying

our financial reporting obligations;

legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating

and documenting successful business combinations;

and general working capital that will be used for miscellaneous expenses, general corporate

purposes, liquidation obligations and reserves net of estimated interest income.

We expect to satisfy our liquidity

requirements with cash on hand, from permitted withdrawals of interest earned on the amounts held in the Trust Account in an amount up

to $300,000 and, if necessary, additional loans from our sponsor.

If our available funds are not sufficient, we may be unable to continue

searching for, or conducting due diligence with respect to, prospective target businesses.

Moreover, 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.

Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated

to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional

securities or incur debt in connection with such business combination.

For the nine months ended

September 30, 2025, cash used in operating activities was $451,394.

Net income of $838,497 was affected by interest earned on investments

held in the Trust Account of ($1,163,000), and net change in operating assets and liabilities of ($126,891).

For the nine months ended

September 30, 2025, cash used in investing activities was $115,000,000, which was the amount required to be deposited into the Trust Account

from the IPO, including the underwriters’ over-allotment option exercise in connection therewith, and Private Placement.

For the nine months ended

September 30, 2025, cash provided by financing activities was $115,892,218, which is the proceeds from the IPO and the Private Placement,

net of offering costs.

Going Concern Consideration

At June 30, 2025, the Company had cash of $1,325,110 and

a working capital deficit of $159,217.

At September 30, 2025, the

Company had cash of $440,824 and working capital of $566,713.

Subsequent to the consummation

of the Initial Public Offering and the exercise of the underwriters’ over-allotment option in full, the Company’s liquidity

has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside

of the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an

affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company

additional loans to finance transaction costs in connection with an initial business combination, except such amounts as may be loaned

in accordance with the terms of the Note.

Based on the foregoing, management believes that the Company will have

sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination

or one year from the date of the Initial Public Offering.

of the IPO, including the exercise of the underwriters’ over-allotment option in full, the Company’s liquidity has been satisfied

through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account.

In addition, in

order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of

the Company’s officers and directors may, but are not obligated to, provide the Company additional loans to finance transaction

costs in connection with an initial business combination, except such amounts as may be loaned in accordance with the terms of the Note.

Based on the foregoing, management

believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation

of a business combination or one year from the date of the IPO.

Over this time period, the Company may use such amounts that may be released

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We have no obligations, assets

or liabilities, which would be considered off-balance sheet arrangements as of June 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.

or liabilities, which would be considered off-balance sheet arrangements 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.

financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any

non-financial assets.

Related Party Transactions

Refer to “Note 5 – Related Party Transactions”

in the unaudited condensed consolidated financial statements contained elsewhere in this report.

Refer to “Note 5 –

Related Party Transactions” in the unaudited condensed financial statements contained elsewhere in this report.

Contractual Obligations

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

lease obligations or long-term liabilities, other than the accrual of $20,000 per month pursuant to the administrative services agreement

we have entered into with the Sponsor for its office space, utilities and secretarial and administrative support.

Upon completion of the

initial business combination or our liquidation, assuming there is cash available, the administrative services agreement will terminate,

and we will cease accruing these monthly fees and will pay the outstanding amounts under the administrative services agreement.

We do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the accrual of $20,000 per month pursuant

to the administrative services agreement we have entered into with the Sponsor for its office space, utilities and secretarial and administrative

Upon completion of the initial business combination or our liquidation, assuming there is cash available, the administrative

services agreement will terminate, and we will cease accruing these monthly fees and will pay the outstanding amounts under the administrative

services agreement.

The Sponsor agreed to loan

up to $100,000 to the Company pursuant to the terms of the Note, which amount was increased to $300,000 on June 23, 2025 pursuant to an

amendment to the Note, and may be further increased to $500,000 if we and the Sponsor agree, to cover organizational, offering-related

up to $100,000 to the Company pursuant to the terms of the Note, which amount was increased to $300,000 on June 23, 2025, pursuant to

an amendment to the Note, and may be further increased to $500,000 if we and the Sponsor agree, to cover organizational, offering-related

and post-offering expenses.

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our initial business combination or on the date of its dissolution deadline, assuming there is cash available.

As of June 30, 2025, we

owed $155,093 to the Sponsor under the Note.

As of September 30, 2025,

we owed $5,093 to the Sponsor under the Note.

Critical Accounting Estimates

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differ from those estimates.

As of June 30, 2025, we have not identified any critical accounting policies or estimates.

As of September 30, 2025, we have not identified any critical accounting policies or estimates.

On April 5, 2012, the Jumpstart

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and (4) disclose certain executive compensation-related

items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median

employee compensation.

These exemptions will apply for a period of five years following the completion of the IPO or until we are no

longer an “emerging growth company,” whichever is earlier.

items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation

to median employee compensation.

These exemptions will apply for a period of five years following the completion of the IPO or until we

are no longer an “emerging growth company,” whichever is earlier.

Recent Accounting Standards

November 2023, the FASB issued Accounting Standards Update 2023-07 — Segment

Reporting — Improvements to Reportable Segment Disclosures.

This update requires public entities to disclose its significant

segment expense categories and amounts for each reportable segment.

The guidance is effective for fiscal years beginning after December

15, 2023, and interim periods within those fiscal years.

As of June 30, 2025 and December 31, 2024, the Company reported its operations

as a single reportable segment, noting no disaggregation of Company activities, management or allocation of resources by geographic region,

business activity or organizational method, thus this new guidance does not affect the disclosures.

Refer to “Note 8 – Segment

Information” in the unaudited condensed consolidated financial statements contained elsewhere in this report.

In November 2023, the FASB

issued Accounting Standards Update 2023-07, “Segment Reporting — Improvements to Reportable Segment Disclosures”.

This update requires public entities to disclose its significant segment expense categories and amounts for each reportable segment.

guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

As of September

30, 2025, and December 31, 2024, the Company reported its operations as a single reportable segment, noting no disaggregation of Company

activities, management or allocation of resources by geographic region, business activity or organizational method, thus this new guidance

does not affect the disclosures.

Refer to “Note 8 – Segment Information” in the unaudited condensed financial

statements contained elsewhere in this report.

Management does not believe

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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