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Item 7. Management’s Discussion and Analysis

2026-03-06 compared with 2025-03-31 · 246 added, 153 removed, 28 unchanged (93% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial

statements and the notes thereto contained elsewhere in this Report.

are a blank check company incorporated in the Cayman Islands on June 18, 2024 formed for the purpose of effecting a Business Combination.

We intend to effectuate our initial Business Combination using cash derived from the proceeds of the Initial Public Offering and the Private

Placement, offerings of equity securities, debt or a combination of cash, equity securities and debt.

We expect to incur significant

costs in the pursuit of our acquisition plans.

We cannot assure our shareholders that our plans to complete an initial Business Combination

will be successful.

We may seek to extend the

Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Charter.

Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion

of their Public Shares in connection with the vote on such approval.

Such redemptions will decrease the amount held in our Trust Account

and our capitalization, and may affect our ability to maintain our listing on Nasdaq.

In addition, the Nasdaq Rules currently require

SPACs (such as us) to complete our initial Business Combination in accordance with the Nasdaq 36-Month Requirement.

If we do not meet

the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

Cautionary Note Regarding

Forward-Looking Statements

statements other than statements of historical fact included in this Report including, without limitation, statements under this Item

regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives

of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section

21E of the Exchange Act.

When used in this Report, words such as “may,” “should,” “could,” “would,”

“anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions,

as they relate to us or our Management, identify forward-looking statements.

We have based these forward-looking statements on our Management’s

current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management.

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed

in our filings with the SEC.

All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf

are qualified in their entirety by this paragraph.

The following discussion and

analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes

thereto included elsewhere in this Report.

We are a blank check company

incorporated in the Cayman Islands on June 18, 2024 for the purpose of effecting a Business Combination.

Our Sponsor is Newbury Street

II Acquisition Sponsor LLC.

We are not limited in our

search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination.

We are an emerging

growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

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

There can be no assurance that our plans to complete a Business

Combination will be successful.

Our IPO Registration Statement

became effective on October 31, 2024.

On November 4, 2024, we consummated our Initial Public Offering of 17,250,000 Public Units, including

2,250,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option.

Each Public Unit consists of one Public Share

and one-half of one Public Warrant.

The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of

$172,500,000.

Simultaneously

with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the sale

of an aggregate of 648,375 Private Placement Units to the Sponsor and BTIG in the Private Placement at a purchase price of $10.00 per

Private Placement Unit, generating gross proceeds to us of $6,483,750.

Of those 648,375 Private Placement Units, the Sponsor purchased

484,500 Private Placement Units and BTIG purchased 163,875 Private Placement Units.

The Private Placement Units (and underlying securities)

are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.

the closing of the Initial Public Offering and Private Placement, an amount of $173,362,500 from the net proceeds of the Initial Public

Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee.

Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S.

government securities, within the meaning set forth

in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that

holds itself out as a money market fund selected by us meeting the conditions of paragraphs d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7

of the Investment Company Act, (iii) as uninvested cash or (iv) in interest or non-interest bearing demand deposit account, until the

(x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.

have until November 4, 2026 (24 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board may

approve or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business Combination.

If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for

the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public

Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned

on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of then outstanding

Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive

further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations

under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended

and Restated Articles.

Any such amendment would require the approval of our Public Shareholders, who will be provided the opportunity

to redeem all or a portion of their Public Shares in connection with the vote on such approval.

Such redemptions will decrease the amount

held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq.

In addition, the Nasdaq

Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement.

If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting from Nasdaq.

Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a

change to our Management Team.

Results of Operations

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any operations nor generated any revenues to date.

Our only activities from June 18, 2024 (inception) through December 31, 2024 were organizational

activities and those necessary to prepare for and consummate the Initial Public Offering, described below, and following the consummation

of the Initial Public Offering, searing for a Business Combination target.

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.

Our only activities since June 18, 2024 (inception) through December 31, 2025 have

been (i) organizational activities and (ii) activities related to (x) the Initial Public Offering and (y) identifying and evaluating prospective

acquisition candidates and activities in connection with the initial Business Combination.

We will not generate any operating revenues

until after completion of our initial Business Combination.

We have generated non-operating income in the form of interest income on investments

held in the Trust Account after the Initial Public Offering.

We expect to incur increased expenses as a result of being a public company

(for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the year ended December

31, 2025, we had a net income of $6,620,992, which consists of interest earned on marketable securities held in Trust Account of $7,267,039,

interest on the operating account of $42,405 and general and administrative costs of $688,452.

For the period from June 18,

2024 (inception) through December 31, 2024, we had a net income $1,042,224, which consists of interest earned on marketable securities

held in Trust Account of $1,217,835 and formation and operating costs of $175,611.

Factors That May

Adversely Affect our Results of Operations

results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could

cause economic uncertainty and volatility in the financial markets, many of which are beyond our control.

Our results of operations and

our ability to complete an initial Business Combination could be impacted by, among other things, downturns in the financial markets or

in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions,

declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts

in Ukraine and the Middle East.

We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude

or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

2024 (inception) through December 31, 2024, we had a net income of $1,042,224, which consists of interest earned on marketable securities

held in the Trust Account of $1,217,835 and formation and operating costs of $175,611.

Liquidity and Capital Resources

Until the consummation of

the Initial Public Offering, our only source of liquidity was proceeds from an initial purchase of Class B Ordinary Shares by the

Sponsor and loans from the Sponsor pursuant to the IPO Promissory Note.

On June 20, 2024, we

entered into the IPO Promissory Note with the Sponsor, whereby the Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses

related to the Initial Public Offering.

The IPO Promissory Note was non-interest bearing and payable on the earlier of June 30, 2025,

or the date on which we consummated the Initial Public Offering.

On November 4, 2024, we repaid the total outstanding balance of the IPO

Promissory Note and as of December 31, 2024, there was $0 outstanding under the IPO Promissory Note.

Borrowings under the IPO Promissory

Note are no longer available.

We consummated the Initial

Public Offering of 17,250,000 Public Units, which includes 2,250,000 Option Units purchased upon the full exercise by the of Over-Allotment

Option, at $10.00 per Public Unit, generating gross proceeds of $172,500,000.

Simultaneously with the closing of the Initial Public Offering

and pursuant to the Private Placement Units Purchase Agreement, we consummated the sale of an aggregate of 648,375 Private Placement Units

at a price of $10.00 per Private Placement Unit in the Private Placement to the Sponsor and BTIG, generating gross proceeds of $6,483,750.

Following the Initial Public

Offering, the full exercise of the Over-Allotment Option, and the Private Placement, a total of $173,362,500 was placed in the Trust Account.

We incurred $10,113,129 in offering expenses, consisting of $3,450,000 of cash underwriting fee, $6,037,500 of Deferred Discount to the

underwriters, and $625,629 of other offering costs.

The proceeds held in the Trust Account are invested in money market funds meeting

certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury

The holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended

Business Combination.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company

Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s

ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate

the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand

deposit account 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 (less taxes payable,

if any), to complete our Business Combination.

To the extent that our share capital or debt is used, in whole or in part, as consideration

to complete our 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.

As of December 31, 2024, we

had cash of $ $1,237,201.

Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $173,362,500 was placed in the

Trust Account.

We incurred fees of $10,113,129, consisting of $3,450,000 of cash underwriting fee, the Deferred Fee of $6,037,500 and

$625,629 of other offering costs.

As of December 31, 2025 and

2024, we had marketable securities held in the Trust Account of $181,847,374 and $174,580,335, respectively (including approximately $8,484,874

and $2,080,335, respectively, of interest income).

We may withdraw interest from the Trust Account to pay taxes, if any.

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 taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination.

To the extent

that our share capital or debt is used, in whole or in part, as consideration to complete our 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.

To mitigate the risk that

we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold

investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related

to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account

and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

As of December 31, 2025 and

2024, we had cash held outside of the Trust Account of approximately $772,506 and $1,237,201, respectively and a working capital of $748,963

and $1,308,343, respectively.

We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform

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 an initial Business Combination.

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.

Our liquidity needs through

December 31, 2025 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder

Shares, (ii) a loan pursuant to the IPO Promissory Note, and (iii) the net proceeds from the consummation of the Initial Public Offering

and the Private Placement held outside the Trust Account.

IPO Promissory Note

Prior to the closing of our

Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses

related to the Initial Public Offering.

Such loans and advances were non-interest bearing and payable on the earlier of June 30, 2025

or the completion of our Initial Public Offering.

The loan of $213,706 was fully repaid upon the consummation of our Initial Public

Offering on November 4, 2024.

No additional borrowing is available under the IPO Promissory Note.

On November 4, 2024, we repaid

$25,000 to the Sponsor in excess of the IPO Promissory Note.

On September 26, 2025, we paid tax and accounting expenses on behalf of the

Sponsor of $7,590.

As of December 31, 2025 and 2024, $32,590 and $25,000, respectively, were due to be repaid to us by the Sponsor.

Working Capital Loans

In order to fund working capital

deficiencies or finance transaction costs in connection with an initial Business Combination, the Sponsor, or certain of our officers

and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans as may be required.

If we complete an initial

Business Combination, we would repay such Working Capital Loans.

In the event that an initial Business Combination does not close, we

may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our

Trust Account would be used for such repayment.

Up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business

Combination entity at a price of $10.00 per unit at the option of the lender.

The units would be identical to the Private Placement Units.

The terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working

Capital Loans.

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 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 consummation of our initial Business Combination, in which case we may issue

additional securities or incur debt in connection with such initial Business Combination.

deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors

or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required.

If we complete a Business Combination,

we will repay such Working Capital Loans.

In the event that a Business Combination does not close, we may use a portion of the working

capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such

Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price

of $10.00 per unit.

The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities).

Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist

with respect to such Working Capital Loans.

As of December 31, 2025 and 2024, we did not have any borrowings under any Working Capital

Going Concern

In connection with our assessment

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

Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which is

considered to be at least one year from the date that the financial statements and the notes thereto included elsewhere in this Report

are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans.

In addition, Management has determined

that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except

for the purpose of liquidating.

These conditions raise substantial doubt about our ability to continue as a going concern.

plans to consummate an initial Business Combination prior to the end of the Combination Period.

No adjustments have been made to the carrying

amounts of assets or liabilities should we be required to liquidate after November 4, 2026.

There can be no assurance that our plans to

raise capital or to consummate an initial Business Combination will be successful.

Contractual Obligations

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debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as set forth below.

Administrative Support

on December 13, 2025, and until completion of our initial Business Combination or liquidation, we pay an affiliate of our Sponsor $10,000

per month for c ertain office space, utilities and secretarial and administrative support pursuant to the Administrative

Support Agreement.

Under the Administrative Support Agreement, there was $20,000 incurred and paid for the period from June 18,

2024 (inception) through December 31, 2024 .

Administrative Support Agreement

Commencing on November 1,

2024, and until completion of our initial Business Combination or liquidation, we pay an affiliate of our Sponsor $10,000 per month for

certain office space, utilities and secretarial and administrative support pursuant to the Administrative Support Agreement.

As of December

31, 2025 and 2024, we incurred $120,000 and $20,000, respectively, in fees for these services.

These amounts are paid and included in

the general and administrative costs on the statements of operations of the financial statements included elsewhere this Report.

Underwriting Agreement

We granted the underwriter

of the Initial Public Offering a 45-day option to purchase up to 2,250,000 Option Units to cover any over-allotments at

the Initial Public Offering price, less the underwriting discounts and commissions.

On November 4, 2024, in connection with the closing

of the Initial Public Offering, the Over-Allotment Option was exercised in full and additional 2,250,000 Option Units were purchased

at $10.00 per Option Unit.

We granted BTIG a 45-day option

to purchase up to 2,250,000 Option Units to cover any over-allotments at the Initial Public Offering price, less the underwriting discounts

and commissions.

On November 4, 2024, in connection with the closing of the Initial Public Offering, the Underwriter exercised its Over-Allotment

Option in full and purchased the 2,250,000 Option Units at $10.00 per Option Unit.

We paid an underwriting discount

of 2.0% of the per Public Unit offering price to the underwriters at the closing of the Initial Public Offering, or $3,450,000 in

the aggregate.

In addition, the underwriters are entitled to an additional fee of 3.5% of the gross offering proceeds payable only

upon our completion of the initial Business Combination, or $6,037,500 in the aggregate.

The Deferred Discount will become payable

to the underwriters from the amounts held in the Trust Account solely in the event we complete an initial Business Combination.

We also issued to BTIG, the

underwriter for the Initial Public Offering, 100,000 Class A Ordinary Shares in connection with the Initial Public Offering.

for the Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to shareholders’ deficit.

BTIG has agreed not to transfer, assign or sell any such shares without our prior consent until the completion of the initial Business

In addition, the Representative Shares are deemed to be underwriting compensation by FINRA pursuant to FINRA Rule 5110

and are, accordingly, subject to certain transfer restrictions or a period of 180 days beginning at the Initial Public Offering.

Furthermore, BTIG agreed (and any of its designees to whom the Representative Shares are issued will agree) (i) to waive its redemption

rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the

initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such

shares if we fail to complete a Business Combination within the Combination Period.

of 2.0% of the per Public Unit offering price to BTIG at the closing of the Initial Public Offering, or $3,450,000 in the aggregate.

addition, BTIG is entitled to an additional fee of 3.5% of the gross offering proceeds payable only upon our completion of the initial

Business Combination, or $6,037,500 in the aggregate, subject to the terms of the Underwriting Agreement.

The Deferred Fee will become

payable to BTIG from the amounts held in the Trust Account solely in the event we complete an initial Business Combination.

Representative Shares

We also issued 100,000 Class

A Ordinary Shares to BTIG in connection with the Initial Public Offering.

We accounted for the Representative Shares as an expense of

the Initial Public Offering, resulting in a charge directly to shareholders’ deficit.

BTIG has agreed not to transfer, assign or

sell any such shares without our prior consent until the completion of the initial Business Combination.

In addition, the Representative

Shares are deemed to be underwriting compensation by FINRA pursuant to FINRA Rule 5110 and are, accordingly, subject to certain transfer

restrictions or a period of 180 days beginning at the Initial Public Offering.

Furthermore, BTIG agreed (and any of its designees

to whom the Representative Shares are issued will agree) (i) to waive its redemption rights (or right to participate in any tender

offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination and (ii) to

waive its rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a Business Combination

within the Combination Period.

Registration Rights

holders of (i) the Founder Shares, (ii) the Representative Shares (iii) the Private Placement Units and (iv) any private placement-equivalent

units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable)

are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale

(in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares).

The holders of the majority of these securities

are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have

certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a

Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement.

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

Letter Agreement

Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating

distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination

within the Combination Period.

However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to

liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination

within the Combination Period.

Additionally,

pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles

to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to

redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other

material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public

Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and

not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.

Critical Accounting

The preparation of audited

financial statements and related disclosures in conformity with GAAP requires our 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.

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.

As of December 31, 2024, we did not have

any critical accounting estimates or policies to be disclosed.

preparation of the audited financial statements and notes thereto included elsewhere in this Report in conformity with GAAP requires

Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and

the disclosure of contingent assets and liabilities, in our financial statements.

These accounting estimates require the use of

assumptions about matters, some of which are highly uncertain at the time of estimation.

Management bases its estimates on

historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which

form the basis for making judgments, and we evaluate these estimates on an ongoing basis.

To the extent actual experience differs

from the assumptions used, our financial statements and notes thereto included elsewhere in this Report could be materially

We believe that the following accounting policies involve a higher degree of judgment and complexity.

of December 31, 2025, we did not have any critical accounting estimates to be disclosed.

Recent Accounting Standards

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Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

The amendments in ASU 2023-07 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 amendments in ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment expenses that are regularly

provided to a company’s chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items

included in the reported measure of segment profit or loss.

ASU 2023-07 requires that a public entity disclose the title and position

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and deciding how to allocate resources.

Public entities are required to provide all annual disclosures currently required by FASB ASC

Topic 280, “Segment Reporting” (“ASC 280”) in interim periods, and entities with a single reportable segment are

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

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

Public entities will be required to provide all annual disclosures currently required by FASB

ASC Topic 280, “Segment Reporting” (“ASC 280”) in interim periods, and entities with a single reportable segment

are required to provide all the disclosures required by the amendments in ASU 2023-07 and existing segment disclosures in ASC 280.

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 on July 8, 2024, the date of our incorporation.

Management does not believe

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

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

on the financial statements and notes thereto included elsewhere in this Report.

Quantitative and Qualitative Disclosures about Market Risk.

1 unchanged sentence

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

Financial Statements and Supplementary Data.

Financial Statements and Supplementary

Reference is made to pages

F-1 through F-19 comprising a portion of this Report, which are incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure.

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