What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-20 · 238 added, 188 removed, 166 unchanged (72% of the section changed)

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Special Note Regarding Forward-Looking Statements

This Quarterly

Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended

(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange

Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially

from those expected and projected.

All statements, other than statements of historical fact included in this Quarterly Report

including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and

Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of

management for future operations, are forward-looking statements.

Words such as “anticipate,” “believe,”

“continue,” “could,” “estimate,” “expect,” “intends,” “may,”

“might,” “plan,” “possible,” “potential,” “predict,”

“project,” “should,” “would” and variations thereof and similar words and expressions are

intended to identify such forward-looking statements.

Such forward- looking statements relate to future events or future

performance, but reflect management’s current beliefs, based on information currently available.

A number of factors could

cause actual events, performance or results to differ materially from the events, performance and results discussed in the

forward-looking statements.

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

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

prospectus for its initial public offering (the “IPO” described below) filed with the Securities Exchange Commission

(the “SEC”) on December 5, 2024 (File No.

333-280986) (the “Prospectus”) and the Company’s annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 9, 2026.

The Company’s securities

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

Except as expressly required by applicable

securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a

result of new information, future events or otherwise.

This Quarterly Report

includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities

Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are not historical

facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

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

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s

financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”

“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”

“project,” “should,” “would” and variations thereof and similar words and expressions are intended

to identify such forward-looking statements.

Such forward- looking statements relate to future events or future performance, but reflect

management’s current beliefs, based on information currently available.

A number of factors could cause actual events, performance

or results to differ materially from the events, performance and results discussed in the forward-looking statements.

For information

identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements,

please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (the “IPO”

described below) filed with the Securities Exchange Commission (the “SEC”) on December 5, 2024 (File No.

333-280986) (the

“Prospectus”) and the Company’s annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC

on March 9, 2026.

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

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

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

Pantages Capital Acquisition

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business combination”).

We intend to effectuate our initial business combination using cash from the proceeds of our IPO (as defined

below), Private Placement (as defined below), and the sale of our shares, debt or a combination of cash, equity and debt.

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

We cannot assure you that our plans to complete an initial

business combination will be successful.

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

Placement (as defined below), and the sale of our shares, debt or a combination of cash, equity and debt.

We expect to continue to incur

significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete an initial business combination

will be successful.

Our Initial Public Offering

On December 6, 2024, the

Company consummated its initial public offering (the “IPO”) of 8,625,000 units (the “Public Units”), including

Company consummated its IPO of 8,625,000 units (the “Public Units”), including

1,125,000 additional Units granted to the underwriters to cover over-allotments, if any (the “over-allotment option”).

Unit consisting of one Class A ordinary share (the “Class A Ordinary Shares”) of the Company, par value $0.0001 per share

Public Shares, and one right (the “Rights”) of the Company, each right entitling the holder to receive one-fifth of one Class

A Ordinary Share for (the “Public Rights”).

The Units were sold at an offering price of $10.00 per Unit, generating total

gross proceeds of $86,250,000.

Simultaneously with the closing

of the IPO, we consummated a private placement (the “Private Placement”) with Aitefund Sponsor LLC, our sponsor (the “Sponsor”),

of an aggregate of 244,250 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating

gross proceeds to the Company of $2,442,500.

Each Private Placement Unit consists of one Class A ordinary share (the “Private Placement

Shares”), and one Right (the “Private Placement Rights”).

The terms and provisions of the Private Placement Shares and

Private Placement Rights in the Private Placement Units are identical to the Public Shares and Public Rights, respectively, except that,

subject to certain limited exceptions, the Private Placement Shares are subject to transfer restrictions until the consummation of the

Company’s initial business combination.

On December 6, 2024, a total of $86,250,000 of the net proceeds from the IPO and the Private

Placement was deposited in a trust account (the “Trust Account”) established for the benefit of the Company’s Public

Shareholders at a U.S.

based Trust Account, with Wilmington Trust, N.A., acting as trustee.

Since our IPO, our sole business

activity has been identifying, evaluating suitable acquisition transaction candidates and preparing for consummation of an initial business

(the “Public Shares”), and one right (the “Rights”) of the Company, each right entitling the holder to receive

one-fifth of one Class A Ordinary Share for (the “Public Rights”).

The Units were sold at an offering price of $10.00 per

Unit, generating total gross proceeds of $86,250,000.

Simultaneously with the

closing of the IPO, we consummated a private placement (the “Private Placement”) with Aitefund Sponsor LLC, our sponsor (the

“Sponsor”), of an aggregate of 244,250 units (the “Private Placement Units”) at a price of $10.00 per Private

Placement Unit, generating gross proceeds to the Company of $2,442,500.

Each Private Placement Unit consists of one Class A ordinary share

(the “Private Placement Shares”), and one Right (the “Private Placement Rights”).

The terms and provisions of

the Private Placement Shares and Private Placement Rights in the Private Placement Units are identical to the Public Shares and Public

Rights, respectively, except that, subject to certain limited exceptions, the Private Placement Shares are subject to transfer restrictions

until the consummation of the Company’s initial business combination.

On December 6, 2024, a total of $86,250,000 of the net proceeds

from the IPO and the Private Placement was deposited in a trust account (the “Trust Account”) established for the benefit

of the Company’s Public Shareholders with Wilmington Trust, N.A., acting as trustee.

Since our IPO, our sole

business activity has been identifying, evaluating suitable acquisition transaction candidates and preparing for consummation of an initial

business combination.

We presently have no revenue and have had losses since inception from incurring formation and operating costs.

We have relied

upon the sale of our securities and loans from the Sponsor and other parties to fund our operations.

have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations.

The sales of the Private

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On March 11, 2025, the Company

held an extraordinary general meeting (the “Shareholder Meeting”).

At the Shareholder Meeting,

the shareholders of the Company, by special resolution, approved the proposal to amend Company’s amended and restated memorandum

and articles of associations (the “Previous Charter”) to change the Company’s name from “Shepherd Ave Capital

Acquisition Corporation” to “Aifeex Nexus Acquisition Corporation” (the “First Name Change”).

held the First Shareholder Meeting.

At the First Shareholder

Meeting, the shareholders of the Company, by special resolution, approved the proposal to amend Company’s amended and restated

memorandum and articles of associations to change the Company’s name from “Shepherd Ave Capital Acquisition Corporation”

to “Aifeex Nexus Acquisition Corporation” (the “First Name Change”).

Promptly following the approval,

the Company filed a Second Amended and Restated Memorandum and Articles of Association (the “Second Amended Charter”) with

the Cayman Islands Companies Register to effect the Name Change.

In connection with the First Name Change, the Company’s ticker

symbols for its units, ordinary shares and Rights changed from “SPHAU”, “SPHA”, “SPHAR”, in each case

to “AIFEU”, “AIFE”, and “AIFER”, and commenced trading under the new symbols on March 12, 2025.

the Cayman Registrar to effect the First Name Change.

In connection with the First Name Change, the Company’s ticker symbols for

its Units, Class A Ordinary Shares and Rights changed from “SPHAU”, “SPHA”, “SPHAR”, in each case to “AIFEU”,

“AIFE”, and “AIFER”, and commenced trading under the new symbols on March 12, 2025.

On August 6, 2025, the Company

held a second extraordinary general meeting (the “Second Shareholder Meeting”).

held the Second Shareholder Meeting.

At the Second Shareholder

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the Company filed a Third Amended and Restated Memorandum and Articles of Association (the “Current Charter”) with the Cayman

Islands Companies Register to effect the Second Name Change.

In connection with the Second Name Change, the Company’s ticker symbols

for its units, ordinary shares and Rights changed from “AIFEU”, “AIFE” “AIFER”, in each case to “PGACU”,

Registrar to effect the Second Name Change.

In connection with the Second Name Change, the Company’s ticker symbols for its units,

ordinary shares and Rights changed from “AIFEU”, “AIFE” “AIFER”, in each case to “PGACU”,

“PGAC”, and “PGACR”, and commenced trading under the new symbols on August 8, 2025.

Pantages’ Third Amended and Restated Memorandum

and Articles of Association, which became effective upon the consummation of its IPO, originally provided that Pantages had until June

6, 2026, to complete its initial business combination (“Business Combination Deadline”).

On June 3, 2026, at an extraordinary

general meeting of shareholders (the “Third Shareholder Meeting”), shareholders approved, by special resolution, an amendment

to Pantages’ Third Memorandum and Articles of Association and an amendment to the Trust Agreement to permit Pantages to extend the

Business Combination Deadline up to twelve (12) times, each for one month, from June 6, 2026 to June 6, 2027, by depositing into the Trust

Account $0.033 per public share remaining outstanding after redemptions, up to $60,000 per one-month extension.

In connection with the

shareholders’ vote at the Third Shareholder Meeting, 5,889,094 public shares were tendered for redemption.

approximately $62,365,505.46 (approximately $10.59 per share) will be withdrawn from the Trust Account to pay such holders, without

taking into account any additional amounts that may be allocated to satisfy Pantages’ tax obligations since that date.

Following these redemptions, 2,980,156 Class A Ordinary Shares and 2,156,250 Class B ordinary shares will remain outstanding.

As of the date of this Quarterly Report, the Sponsor has deposited

an aggregate of US$120,000 into the Trust Account to extend the Business Combination Deadline to August 6, 2026.

The required extension

payment of $60,000 to extend the Trust to September 6, 2026 has not been deposited into the Trust Account.

Business Combination with MacMines

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and Tenement SPV will enter into an Asset Sale Agreement for the sale by MacMines to Tenement SPV of the application for Mining Lease

700074 as lodged with the Queensland Government, Australia, on or about November 16, 2022 (the “ MLA ”) and documents

and information relating exclusively and specifically to the MLA (the “Asset Sale Agreement”) (together with all other agreements,

deeds, instruments or documents as may be necessary or appropriate to give effect to the Share Sale Agreement or Asset Sale Agreement

as contemplated by those agreements, the “Reorganization Documents”) to implement and effect the transactions contemplated

therein in a form reasonably agreed between the parties to the Merger Agreement.

700074 as lodged with the Queensland Government, Australia, on or about November 16, 2022 (the “MLA”) and documents and information

relating exclusively and specifically to the MLA (the “Asset Sale Agreement”) (together with all other agreements, deeds,

instruments or documents as may be necessary or appropriate to give effect to the Share Sale Agreement or Asset Sale Agreement as contemplated

by those agreements, the “Reorganization Documents”) to implement and effect the transactions contemplated therein in a form

reasonably agreed between the parties to the Merger Agreement.

Upon the terms and subject

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agreed by the parties to the Merger Agreement (the “Closing Date”):

(x) the Merger Sub will merge

with and into the Company (the “Merger”, together will all other transactions contemplated under the Merger Agreement, the

“MacMines Business Combination”, with the closing of the MacMines Business Combination referred as “Closing”),

(x) the Merger Sub will

merge with and into the Company (the “Merger”, together with all other transactions contemplated under the Merger Agreement,

the “MacMines Business Combination”, with the closing of the MacMines Business Combination referred as “Closing”),

with the Company surviving the Merger as a wholly owned subsidiary of Pubco and the outstanding securities of the Company and Merger Sub

being converted into the right to receive shares of Pubco as follows:

Each issued and outstanding Unit and Private Placement Unit of the Company shall be automatically detached, and the holder thereof shall be deemed to hold one Class A ordinary share and one right of the Company.

Each Class A ordinary share of the Company for which a holder has exercised its right of redemption shall be surrendered and cancelled and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor.

Each of the remaining issued and outstanding Class A ordinary shares or Class B ordinary share shall be canceled and converted automatically into the right to receive one Pubco ordinary share.

Each issued and outstanding right of the Company shall be automatically converted into the number of Pubco ordinary shares that would have been received by the holder thereof if such right of the Company had been converted upon the consummation of a Business Combination in accordance with the Company’s IPO Prospectus and Current Charter, and the Rights into Class A ordinary shares of the Company.

If there are any shares of the Company that are owned by the Company as treasury shares, such shares shall be canceled and extinguished without any conversion thereof or payment therefor, and each Merger Sub ordinary share issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share, par value $0.0001 per share, of the surviving Company.

● Each issued and outstanding

Unit and Private Placement Unit of the Company shall be automatically detached, and the holder thereof shall be deemed to hold one Class

A ordinary share and one right of the Company.

● Each Class A ordinary share

of the Company for which a holder has exercised its right of redemption shall be surrendered and cancelled and shall cease to exist and

no consideration shall be delivered or deliverable in exchange therefor.

Each of the remaining issued and outstanding Class A ordinary

shares or Class B ordinary share shall be cancelled and converted automatically into the right to receive one Pubco ordinary

● Each issued and outstanding

right of the Company shall be automatically converted into the number of Pubco ordinary shares that would have been received by the holder

thereof if such right of the Company had been converted upon the consummation of a Business Combination in accordance with the Company’s

IPO Prospectus and Current Charter, and the rights into Class A ordinary shares of the Company.

● If there are any shares of the

Company that are owned by the Company as treasury shares, such shares shall be cancelled and extinguished without any conversion

thereof or payment therefor, and each Merger Sub ordinary share issued and outstanding immediately prior to the Effective Time shall

be converted into and exchanged for one validly issued, fully paid and nonassessable share, par value $0.0001 per share, of the Surviving

(y) all issued and outstanding

Reorganization Shares shall be automatically reclassified into Pubco ordinary shares.

No fractional shares of Pubco

ordinary shares will be issued by Pubco;

instead, each person who would otherwise be entitled to a fractional share shall instead be entitled

to the number of Pubco ordinary shares issued to such person rounded down in the aggregate to the nearest whole Pubco ordinary share.

No fractional shares of

Pubco ordinary shares will be issued by Pubco;

instead, each person who would otherwise be entitled to a fractional share shall instead

be entitled to the number of Pubco ordinary shares issued to such person rounded down in the aggregate to the nearest whole Pubco ordinary

The foregoing Merger and

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Since the Merger Agreement

was executed before March 6, 2026, the 15-month anniversary of the closing of the IPO, the Company’s deadline to complete its initial

business combination is extended, pursuant to the Current Charter, to June 6, 2026.

was executed by March 6, 2026, the 15-month anniversary of the closing of the IPO, the Company’s deadline to complete its initial

business combination was initially extended to June 6, 2026, pursuant to the Current Charter, and further extended up to twelve (12)

times with each extension comprised of one month, from June 6, 2026 until June 6, 2027.

On April 14, 2026, the Company

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1 to the Merger Agreement (the “Amendment”).

Pursuant to the Amendment, all parties agreed

to remove, as a condition to each party’s obligation to consummate the business combination, that the Company has net tangible assets

of at least $5,000,001 after giving effect to the redemption and any PIPE Investment that was funded prior to or at closing.

Certain Related Agreements

Pursuant to the Amendment, all parties agreed to remove, as a condition

to each party’s obligation to consummate the initial business combination, the requirement that the Company have upon the closing

of the initial business combination net tangible assets of at least $5,000,001 after giving effect to any redemptions and any PIPE investment

that was funded prior to or at the closing of the initial business combination.

Amendment of Trust Agreement

On June 3, 2026, at the

Third Shareholder Meeting, the Company’s shareholders approved a proposal to amend the Trust Agreement to allow the Company to extend

the date by which it must consummate an initial business combination up to twelve (12) times, with each extension comprised of one month,

from June 6, 2026 until June 6, 2027, by depositing into the trust account an amount equal to $0.033 per public share remaining outstanding

after redemptions, up to $60,000 per one-month extension.

Monthly Extension Deposit

To effectuate each monthly extension, in June and July 2026, the Sponsor

deposited the monthly extension fee in the amount of $60,000 each for an aggregated $120,000 into the Trust Account so that the Company

has until August 6, 2026 to complete its initial business combination.

As of the date of this Quarterly Report is issued, $60,000 of

the required extension payment to extend the Trust to September 6, 2026 has not been deposited into the Trust Account.

Other Related Agreements

Seller Lock-Up Agreement

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Act of such registrable securities.

The Registration Rights Agreement

also provides that Pubco will pay certain expenses relating to such registrations and indemnify the securityholders against certain liabilities.

The rights granted under the Registration Rights Agreement supersede any prior registration, qualification, or similar rights of the parties

with respect to their MacMines securities or Pubco securities.

The Registration Rights

Agreement also provides that Pubco will pay certain expenses relating to such registrations and indemnify the securityholders against

certain liabilities.

The rights granted under the Registration Rights Agreement supersede any prior registration, qualification, or similar

rights of the parties with respect to their MacMines securities or Pubco securities.

Recent Development

On each of February 26, 2026 and June 16, 2026, the Sponsor agreed

to loan the Company up to $500,000 under a promissory note (the “Second Promissory Note” and the “Third Promissory Note”)

to be used for working capital of the Company.

The loans are non-interest bearing, unsecured and are due at the earlier of (1) the date

on which the Company consummates its initial business combination or (2) the date on which the Company liquidates and dissolves.

as the payee, has the right, but not the obligation, to convert the notes, in whole or in part, into Private Placement Units of the Company,

that are identical to the Private Placement Units issued by the Company in the Private Placement consummated simultaneously with the Company’s

IPO, subject to certain exceptions, as described in the IPO Prospectus, by providing the Company with written notice of the intention

to convert at least two business days prior to the closing of the Initial Business Combination.

The number of Private Placement Units

to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding

principal amount payable to the Sponsor by (y) $10.00.

Results of Operations

We have neither engaged in

any operations nor generated any revenues to date.

Our only activities from May 31, 2024 (inception) to March 31, 2026 were organizational

We have neither engaged

in any operations nor generated any revenues to date.

Our only activities from May 31, 2024 (inception) to June 30, 2026 were organizational

activities, those necessary to prepare for the IPO, described below, and, after the IPO, identifying a target company for an initial business

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diligence expenses in connection with completing an initial business combination.

For the three months ended

March 31, 2026, we had a net income of $353,407, which consisted of interest and dividend income on cash and investments held in the Trust

Account of $786,309 and partially offset by formation and operating costs of $432,902.

For the three months ended

March 31, 2025, we had a net income of 680,854 which consisted of interest and dividend income of $896,603 on cash and investments held

in the Trust Account which was offset by operating costs of $215,749.

For the three months ended June 30, 2026, we had net income of $538,284,

which consisted of interest and dividend income on cash and investments held in the Trust Account of $754,674 and was partially offset

by formation and operating costs of $216,390.

For the three months ended June 30, 2025, we had net income of $723,213,

which consisted of interest and dividend income on cash and investments held in Trust Account of $900,939 and was partially offset by

formation and operating costs of $177,726.

For the six months ended June 30, 2026, we had net income of $891,691,

which consisted of interest and dividend income on cash and investments held in the Trust Account of $1,540,983 and was partially offset

by formation and operating costs of $649,292.

For the six months ended June 30, 2025, we had net income of $1,404,067,

which consisted of interest and dividend income on cash and investments held in Trust Account of $1,797,542 and was partially offset by

formation and operating costs of $393,475.

Liquidity and Capital Resources

The Company’s liquidity

needs up to March 31, 2026 had been satisfied through a payment from the Sponsor of $25,000 for the founder shares to cover certain offering

costs and the proceeds from the public offering and private placements.

The Company’s liquidity needs up to June 30, 2026 had been satisfied

through a payment from the Sponsor of $25,000 for the founder shares to cover certain offering costs and the proceeds from the IPO and

the Private Placement, and Working Capital Loans from Sponsor of $1,208,500 as of June 30, 2026.

Following the closing of

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$862,500 of deferred underwriting fees, and $588,104 of other offering costs.

On February 26, 2026, the

Sponsor agreed to loan the Company up to $500,000 (the “Second Promissory Note”) to be used for working capital of the Company.

This loan is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the Company consummates its initial business

combination or (2) the date on which the Company liquidates and dissolves.

The Sponsor, as the payee, has the right, but not the obligation,

to convert the note, in whole or in part, into Private Placement Units of the Company, that are identical to the Private Placement Units

issued by the Company in the Private Placement consummated simultaneously with the Company’s IPO, subject to certain exceptions,

as described in the IPO Prospectus, by providing the Company with written notice of the intention to convert at least two business days

prior to the closing of the Initial Business Combination.

The number of Private Placement Units to be received by the Sponsor in connection

with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor

by (y) $10.00.

As of March 31, 2026, the

As of June 30, 2026, the

Company had cash of $352 and a working capital deficit of $1,226,059.

For the three months ended

March 31, 2026, there was $248,715 of cash used in operating activities resulting from interest and dividend earned on cash and investments

held in the Trust Account of $786,309.

The changes were partially offset by net income of $353,407, an increase in accounts payable and

accrued expenses of $182,680, an increase in due to related parties of $337 and a decrease in prepaid expenses of $1,170.

For the three months

ended March 31, 2025, there was $259,534 of cash used in operating activities resulting from interest and dividend earned on cash

and investments held in the Trust Account of $896,603, an increase in prepaid expenses of $44,631, and a decrease in due to related

parties of $84.

The changes were partially offset by net income of $680,854 and an increase in accounts payable and accrued expenses of

For the three months ended

March 31, 2026 and 2025, there were no investing activities.

For the three months ended

March 31, 2026, there was $150,000 of cash provided by financing activity resulting from the proceeds from a working capital loan from

a related party.

For the three months ended

March 31, 2025, there were no financing activities.

For the six months ended June 30, 2026, there was $622,426 of cash

used in operating activities resulting from interest and dividend earned on cash and investments held in the Trust Account of $1,540,983.

The changes were partially offset by net income of $891,691, an increase in accounts payable and accrued expenses of $10,235, an increase

in due to related parties of $272 and a decrease in prepaid expenses of $16,359.

For the six months ended June 30, 2025, there was $413,362 of cash

used in operating activities resulting from interest and dividend earned on cash and investments held in Trust Account of $1,797,542,

and a decrease in due to related parties of $31,188.

The changes were partially offset by net income of $1,404,067, a decrease in prepaid

expenses of $2,139, and an increase in accounts payable and accrued expenses of $9,162.

For the six months ended June 30, 2026, there was $62,305,505 of cash

provided by investing activities resulting from proceeds from the sale of investments in the Trust Account of $62,365,505.

was partially offset by an extension fee deposited into Trust Account of $60,000.

For the six months ended

June 30, 2025, there were no investing activities.

For the six months ended June 30, 2026, there was $61,870,505 of cash

used in financing activities resulting from redemptions of Class A Ordinary Shares of $62,365,505.

The change was partially offset by

the proceeds from a working capital loan from a related party of $495,000.

For the six months ended June 30, 2025, there was $175,000 of cash

provided by financing activities resulting from the proceeds from working capital loan from a related party.

We intend to use the funds

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review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete an initial business

In order to fund working

capital deficiencies or finance transaction costs in connection with an initial business combination, our directors, officers and the

Sponsor (together, the “Insiders”) or their affiliates or designees may, but are not obligated to, loan us funds as may be

If the Company completes the initial business combination, it would repay such loaned amounts.

In the event that the initial

business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts

but no proceeds from the Trust Account would be used for such repayment.

Up to $3,000,000 of such loans (the “Working Capital Loans”)

may be convertible into Units of the Company, at a price of $10.00 per Unit (the “Working Capital Units”) at the option of

As of March 31, 2026 and December 31, 2025, the Company had $863,500 and $713,500 of borrowings under the Working Capital

Loans, respectively.

We do not believe we will

In order to fund working capital deficiencies or finance transaction

costs in connection with an initial business combination, our directors, officers and the Sponsor (together, the “Insiders”)

or their affiliates or designees may, but are not obligated to, loan us funds as may be required.

If the Company completes the initial

business combination, it would repay such loaned amounts.

In the event that the initial business combination does not close, we may use

a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would

be used for such repayment.

Up to $3,000,000 of such loans (the “Working Capital Loans”) may be convertible into Units of

the Company, at a price of $10.00 per Unit (the “Working Capital Units”) at the option of the lender.

As of June 30, 2026

and December 31, 2025, the Company had $1,208,500 and $713,500 borrowings under the Working Capital Loans, respectively.

We believe we will

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

However, if our estimate of the costs

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

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Off-Balance Sheet Financing Arrangements

We have no obligations, assets

or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

We do not participate in transactions that

create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would

have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing

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

We have no obligations,

assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.

We do not participate in

transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest

entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any

off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,

or purchased any non-financial assets.

Contractual Obligations

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Underwriting Agreement

The underwriters received

a cash underwriting discount of $0.125 per Public Unit, or $1,078,125 in the aggregate and paid at the closing of the IPO and the exercising

of over-allotment option in part.

In addition, the underwriters will be entitled to a deferred fee of $0.10 per Public Unit, or approximately

$862,500 in the aggregate upon the consummation of an initial business combination.

The deferred fee will become payable to the underwriters

from the amounts held in the Trust Account solely in the event that the Company completes its initial business combination, subject to

the terms of the underwriting agreement dated December 4, 2024 by and among the Company, SPAC Advisory Partners LLC, and Kingswood Capital

Partners, LLC.

The underwriters

received a cash underwriting discount of $0.125 per Public Unit, or $1,078,125 in the aggregate and paid at the closing of the IPO

and fully exercised the over-allotment option for 1,125,000 Units.

In addition, the underwriters will be entitled to a deferred fee of

$0.10 per Public Unit, or approximately $862,500 in the aggregate upon the consummation of an initial business combination.

deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company

completes its initial business combination, subject to the terms of the underwriting agreement dated December 4, 2024 by and among

the Company, SPAC Advisory Partners LLC, and Kingswood Capital Partners, LLC.

Critical Accounting Estimates

The preparation of unaudited

financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”)

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

assets and liabilities at the date of the unaudited financial statements and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

The preparation of financial

statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires

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

and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Actual results

could differ from those estimates.

Making estimates requires management to exercise significant judgment.

It is at least

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

unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more

future confirming events.

We did not identify any critical accounting estimates.

It is at least reasonably possible

that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements,

which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

did not identify any critical accounting estimates.

Recent Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive

Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, requiring public entities

to disclose additional information about specific expense categories in the notes to the unaudited financial statements on an interim

and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after

December 15, 2027, with early adoption permitted.

We’re currently evaluating the impact of adopting ASU 2024-03.

In November 2024, the FASB issued Accounting Standards Update (“ASU”)

2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of

Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the

notes to the unaudited financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after

December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

currently evaluating the impact of adopting ASU 2024-03.

Management does not believe

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

financial statements.

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

unaudited financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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What changed 10-Q

Item 2. Management’s Discussion and Analysis