What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-13 compared with 2025-11-12 · 163 added, 190 removed, 53 unchanged (87% 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.

We are a blank check company

6 unchanged sentences

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.

using cash from the proceeds of our Initial Public Offering and our concurrent Private Placement, as well as the private placement of

private placement units, shares, debt or a combination of cash, shares and debt, if needed.

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

closing of the Initial Public Offering 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 Initial Public Offering 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 Initial Public Offering and over-allotment option, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of

the Public Units in the Initial Public Offering and the Private Placement were 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 Initial Public Offering 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

(c) the 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.

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.

of Operations and Known Trends or Future Events

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, 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 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.

have been organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target

company for a business combination.

We do not expect to generate any operating revenues until after completion of our initial business

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 months ended

March 31, 2026, we had net income of $593,067, which is comprised of $1,031,267 of investment income on investments held in the Trust

Account less $438,200 of formation and operating costs.

the three months ended March 31, 2025, we incurred a net loss of $55,567, consisting of formation and operating costs.

and Capital Resources

As of March 31, 2026, the

Company had a cash balance of $156,475 and negative working capital of $51,907.

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 Initial Public Offering, our only

source of liquidity was an initial purchase of 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.

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.

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

cash underwriting fees, $4,600,000 of fair value of shares issued to the designee of the representative of the several underwriters, and

$320,075 of other offering costs.

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 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

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 expect our primary liquidity

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

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.

Transaction costs amounted

to $5,457,575, consisting of $537,500 of cash underwriting fees, $4,600,000 of fair value of shares issued to the designee of the representative

of the several underwriters, and $320,075 of other offering costs.

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 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 and pursue our growth strategies.

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.

expect our primary liquidity requirements over the next 12 months to include fees and expenses associated with satisfying

our financial reporting obligations;

3 unchanged sentences

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.

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.

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 three months ended

March 31, 2026, cash used in operating activities was $196,772.

Net income of $593,067 was affected by interest earned on investments

held in the Trust Account of $(1,031,267), and net change in operating assets and liabilities of $241,428.

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 September 30, 2025, the

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

For the three months ended March 31, 2025, cash used in operating

activities was $0, as the net loss of $55,567 was offset by a net change in operating assets and liabilities of $55,289 and a sponsor

payment for legal expenses of $278.

Concern Consideration

March 31, 2026, the Company had cash of $156,475 and negative working capital of $51,907.

Subsequent to the consummation

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

to the Company from the Trust Account as permitted withdrawals and additional loans, if any, and will otherwise use the funds held outside

of the Trust Account to pay for existing accounts payable, identifying and evaluating prospective initial 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 business combination.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets

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.

Related Party Transactions

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

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

and post-offering expenses.

These loans underlying the Note are non-interest bearing, unsecured and are due on the date in which we consummate

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

As of September 30, 2025,

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

Critical Accounting Estimates

of the Initial Public Offering, 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 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.

In connection with the Company’s

assessment of going concern considerations in accordance with FASB ASC Topic 205-40, Presentation of Financial Statements—Going

Concern, the Company was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

or similar business combination with one or more businesses or entities on or before January 2, 2027.

The Company also has no approved

plan in place to extend the business combination deadline beyond January 2, 2027.

Management has determined that the timing of liquidation

raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance

of the unaudited condensed financial statements included in this report.

No adjustments have been made to the carrying amounts of assets

or liabilities.

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

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.

Party Transactions

to “Note 5 – Related Party Transactions” in the unaudited condensed financial statements contained elsewhere in this

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.

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 and post-offering expenses.

These loans underlying the Note are non-interest bearing, unsecured and are due on the date

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

As of March 31, 2026, we owed $4,963 to the Sponsor under the Note.

Accounting Estimates

The preparation of financial

1 unchanged sentence

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

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

Actual results could materially

differ from those estimates.

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

On April 5, 2012, the Jumpstart

Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law.

The JOBS Act contains provisions that, among other

things, relax certain reporting requirements for qualifying public companies.

We will qualify as an “emerging growth company”

and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private

(not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may

not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging

growth companies.

As a result, our unaudited condensed financial statements may not be comparable to companies that comply with new or

revised accounting pronouncements as of public company effective dates.

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

results could materially differ from those estimates.

As of March 31, 2026, we have not identified any critical accounting policies or

April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law.

The JOBS Act contains

provisions that, among other things, relax certain reporting requirements for qualifying public companies.

We will qualify as an “emerging

growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective

date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as

a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required

for non-emerging growth companies.

As a result, our unaudited condensed financial statements may not be comparable to companies that

comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the

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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

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

that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s

financial statements.

Quantitative and Qualitative Disclosures

About Market Risk

We are a smaller reporting

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

These exemptions will apply for a period of five years following the completion of the Initial Public

Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on the Company’s financial statements.

Quantitative and Qualitative Disclosures About Market Risk

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

required under this item.

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