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Item 7. Management’s Discussion and Analysis

2026-03-16 compared with 2025-03-31 · 117 added, 132 removed, 132 unchanged (65% of the section changed)

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion

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This discussion contains forward-looking statements

based on the views and beliefs of our management, as well as assumptions and estimates made by our management, see “Cautionary Statement

Regarding Forward-Looking Information”.

These statements by their nature are subject to risks and uncertainties, and are influenced

by various factors.

based on the views and beliefs of our management, as well as assumptions and estimates made by our management, see “Cautionary

Statement Regarding Forward-Looking Information”.

These statements by their nature are subject to risks and uncertainties, and

are influenced by various factors.

As a consequence, actual results may differ materially from those in the forward-looking statements.

See “Item 1A.

Risk Factors” of this report for the discussion of risk factors.

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Company Overview .

Discussion of our business and overall analysis of financial

and other highlights affecting us, to provide context for the remainder of MD&A.

Discussion of our business and overall analysis of financial and other highlights

affecting us, to provide context for the remainder of MD&A.

Liquidity and Capital Resources .

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Critical Accounting Estimates.

Summary of critical accounting estimates.

A Summary of critical accounting estimates.

Company Overview

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units, our shares, debt or a combination of cash, shares and debt.

Liquidity and Capital Resources

Liquidity, Capital Resources and Going Concern

As of December 31, 2025,

the Company had $953,069 in cash and working capital of $728,460.

the Company had $287,601 in cash and a working capital deficit of $422,177.

Until the consummation of

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On November 22, 2024, we

consummated the Initial Public Offering of 6,900,000 units, which includes the full exercise by the underwriters of their over-allotment

consummated the Initial Public Offering of 6,900,000 units, which included the full exercise by the underwriters of their over-allotment

option in the amount of 900,000 units, at $10.00 per unit, generating gross proceeds of $69,000,000.

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31, 2025, cash used in operating activities was $745,359.

Net income of $1,652,360 was impacted by interest earned on marketable securities

held in the trust account of $2,882,889, and changes in operating assets and liabilities provided $485,170 of cash.

For the year ended December 31,

2024, cash used in operating activities was $305,589.

Net income of $2,632 was impacted by interest earned on marketable securities held

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For the year ended December

2023, cash used in cash used in operating activities was $114,712.

Net loss of $184,365 was impacted by changes in operating assets and

liabilities, which provided $69,653.

31, 2025, cash provided by investing activities was $79,891, representing cash interest withdrawn from the Trust Account to pay taxes.

For the year ended December 31,

2024, cash used in investing activities was $69,000,000, representing the investment of cash in our trust account.

We had no cash used

in investing activities for the year ended December 31, 2023.

For the year ended December

2024, cash provided by financing activities was $70,256,546, mainly due to proceeds from the IPO and the sale of the private placement

31, 2025, no cash was used in financing activities.

For the year ended December 31,

2023, cash provided by financing activities was $116,790, consisting mainly of proceeds from our promissory note with our sponsor.

2024, cash provided by financing activities was $70,256,546, mainly due to proceeds from the IPO and the sale of the private placement

As of December 31, 2025,

we had investments of $72,113,895 held in the trust account.

Through December 31, 2024 and 2023, we have not withdrawn any

interest earned from the trust account.

Through December 31, 2025, we have withdrawn $79,891 of interest earned

from the trust account to pay taxes.

We intend to use substantially

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As of December 31, 2025,

2024, we had cash of approximately $953,069.

We intend to use the 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 had cash of $287,601.

We intend to use the 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.

In order to finance transaction

costs in connection with an initial 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, loan the Company funds as may be required (“ Working Capital Loans ”).

If the Company completes an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the

trust account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust

In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the

trust account to repay the Working Capital Loans, but no proceeds held in the trust account would be used to repay the Working Capital

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements

exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of an initial business combination,

without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units

at a price of $10.00 per unit.

The units would be identical to the private placement units.

As of December 31, 2024 and December 31,

2023, no such Working Capital Loans were outstanding.

We do not believe we will

need to raise additional funds in order to meet the expenditures required for operating our business.

However, if our estimate 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

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 consummation of our initial business combination, in which case we

may issue additional securities or incur debt in connection with such initial business combination.

costs in connection with an initial business combination, we and the sponsor, on April 15, 2025, entered into a convertible promissory

note dated March 31, 2025 (the “Working Capital Note”).

Pursuant to the Working Capital Note, we may request, and in the

sole discretion of the sponsor, the sponsor may loan the Company, loan drawdowns of up to an aggregate of $1,500,000 in principal (“Working

Capital Loan”) from time to time, less $11,730 which was advanced prior to the execution of the Working Capital Note, and included

as outstanding thereunder, with such amounts to be used for working capital.

Amounts owed under the Working

Capital Note do not accrue interest and are payable on the earlier of:

(i) the effective date of the consummation of the Company’s

initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses

or entities (the “Business Combination”);

or (ii) the date that the winding up of the Company is effective (such date, as

applicable, the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined in the Working

Capital Note).

Amounts outstanding under

the Working Capital Note, are convertible, at the option of the sponsor, into units of the Company (“Working Capital Note Units”),

at a conversion price of $10.00 per Working Capital Note Unit, with each unit consisting of one share of Company common stock, one warrant,

and one right, with each warrant entitling the holder thereof to purchase one share of common stock at $11.50 per share, subject to adjustment

as provided in the Company’s Registration Statement on Form S-1 filed in connection with its IPO, and each eight rights entitling

the holder to receive one share of common stock upon completion of the Business Combination.

The Working Capital Note Units will be identical

to the private placement units issued to the Sponsor at the time of the Company’s IPO.

In addition, if we are unable

to complete a Business Combination by May 22, 2026, unless extended for further 6 months, then the Company will cease all operations

except for the purpose of liquidating.

We cannot be assured that our plans to consummate an initial Business Combination will be successful.

In connection with the Company’s

assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40 “Going

Concern,” we have determined that the potential liquidity shortfall and the mandatory liquidation raise substantial doubt about

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

Off-Balance Sheet Financing Arrangements

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Our only activities from September 30, 2021 (inception) through December 31,

2024, were organizational activities, those necessary to prepare for the Initial Public Offering, described below.

We do not expect to

generate any operating revenues until after the completion of our Business Combination.

We generate non-operating income in the form

of interest income on marketable securities 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 for due diligence expenses.

2025, were 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 the completion of our Business Combination.

We generate non-operating income in the form of interest income on marketable securities 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 for due diligence

For the year ended December

31, 2025, we had net income of $1,652,360, which consists of interest income on investments held in the trust account of $2,882,889,

offset by operating costs of $646,306, provision for income taxes of $579,272, and interest expense of $4,951.

For the year ended December 31,

2024, we had net income of $2,632, which consists of interest income on investments held in the trust account of $310,897, offset by

operating costs of $246,139, provision for income taxes of $61,039 and interest expense of $1,087.

For the year ended December 31,

2023, we had a net loss of $184,365, which consists of general and administrative expense.

The Jumpstart Our Business

Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements

for qualifying public companies.

We qualify as an “ emerging growth company ” and under the JOBS Act are allowed to

comply with new or revised accounting pronouncements based on the effective date for private (not publicly-traded) companies.

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, the financial

statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective

Additionally, subject to

certain conditions set forth in the JOBS Act, if, as an “ emerging growth company, ” we plan to rely on rules which

allow us to, among other things, delay the required (i) provision of an auditor’s attestation report on our system of internal

controls over financial reporting pursuant to Section 404, (ii) provision of all of the compensation disclosure that may be required

of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) compliance with any

requirement that may be adopted by the Public Company Accounting Oversight Board (PCAOB) regarding mandatory audit rotation or a supplement

to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis),

and (iv) disclosure of 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 our IPO or until we are longer an “ emerging growth company, ” whichever is earlier.

Critical Accounting Estimates

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Recent Accounting Standards

In November 2023, the Financial

Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures, on an annual and interim basis,

of significant segment expenses that are regularly provided to the chief operating officer decision maker (“ CODM ”),

as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires

that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment

profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all

annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required

to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024,

with early adoption permitted.

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

on our financial statements.

We do not believe that any

recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

For more information on

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Statements included herein.

Commitments and Contractual

Commitments and Contractual Obligations

Registration Rights

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private placement warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common

stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of Working Capital

Loans (define below under “ Item 13.

Certain Relationships and Related Transactions and Director Independence ”) and

upon conversion of the founder shares), are entitled to certain registration rights pursuant to a registration rights agreement (discussed

in greater detail below under “ Item 13.

Certain Relationships and Related Transactions and Director Independence ”).

These holders will be entitled to certain demand and “ piggy-back ” registration rights.

We will bear the expenses incurred

in connection with the filing of any such registration statements.

stock issuable upon the exercise of the private placement warrants and Working Capital Note Units), are entitled to certain registration

rights pursuant to a registration rights agreement (discussed in greater detail above in NOTE 6.

COMMITMENTS AND CONTINGENCIES, under

“Registration Rights” to the notes to financial statements.

These holders will be entitled to certain demand and “ piggy-back ”

registration rights.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

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Combination, subject to the terms of the underwriting agreement.

The JOBS Act contains provisions

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

We qualify as an “ emerging growth

company ” and under the JOBS Act are 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, the financial statements may not be comparable to companies that comply with new or revised

accounting pronouncements as of public company effective dates.

Additionally, subject to

certain conditions set forth in the JOBS Act, if, as an “ emerging growth company, ” we plan to rely on rules which

allow us to, among other things, delay the required (i) provision of an auditor’s attestation report on our system of internal

controls over financial reporting pursuant to Section 404, (ii) provision of all of the compensation disclosure that may be required

of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) compliance with any

requirement that may be adopted by the Public Company Accounting Oversight Board (PCAOB) regarding mandatory audit rotation or a supplement

to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis),

and (iv) disclosure 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 our IPO or until we are longer an “ emerging growth company, ” whichever is earlier.

Common Stock Subject to Possible Redemption

We account for our common

stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ ASC ”)

Topic 480 “ Distinguishing Liabilities from Equity.

” Shares of common stock subject to mandatory redemption (if any)

are classified as liability instruments and are measured at fair value.

Shares of conditionally redeemable common stock (including common

stock 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.

At all other times, shares of common stock are classified

as stockholders’ equity.

Our common stock features certain redemption rights that are considered to be outside of our control and

subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2024, 6,900,000 shares of common stock subject

to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of our balance sheet.

Net Loss Per Common Share

stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity.

Shares of common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Shares of conditionally redeemable common stock (including common stock 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

At all other times, shares of common stock are classified as stockholders’ equity.

Our common stock features certain redemption

rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.

Accordingly, as of

December 31, 2025, 6,900,000 shares of common stock subject to possible redemption are presented as temporary equity, outside of the

stockholders’ equity section of our balance sheet.

Net Income Per Common Share

We comply with accounting

and disclosure requirements of ASC Topic 260, “ Earnings Per Share.

” Net loss per common share is computed by dividing

net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period.

not considered the effect of the warrants sold in the initial public offering and the concurrent private placement to purchase an aggregate

of 6,900,000 warrants to in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury

stock method.

As a result, diluted earnings per common share is the same as basic earnings per common share for the period.

Net loss per share of common

stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period.

We apply the two-class

method in calculating loss per share.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are

referred to as redeemable common stock and non-redeemable common stock.

Income and losses are shared pro rata between the two classes

Net income per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding

for the respective period.

We have not considered the

effect of the warrants sold in the initial public offering and the concurrent private placement to purchase an aggregate of 7,165,000

warrants in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted earnings per common share are the same as basic earnings per common share for the period.

QUANTITATIVE AND

QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e)

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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-K

Item 7. Management’s Discussion and Analysis