What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-09 compared with 2025-03-27 · 277 added, 145 removed, 59 unchanged (88% of the section changed)

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

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Forward-Looking Statements

References to the “Company”,

“us”, “our”, or “we” refer to Aifeex Nexus Acquisition Corporation.

The following discussion and analysis

of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes

“us”, “our”, or “we” refer to Pantages Capital Acquisition Corporation.

The following discussion and

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

related notes herein.

The following discussion

5 unchanged sentences

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors,

including those set forth under “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this Annual

Report on Form 10-K.

Aifeex Nexus Acquisition

Corporation (the “Company”, formerly known as “Shepherd Ave Capital Acquisition Corporation”) is a blank check

company incorporated in the Cayman Islands on May 31, 2024 as an exempted company with limited liability.

The Company was formed for the

purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business

combination involving the Company, with one or more businesses or entities (the “initial business combination”).

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.

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.

Initial Public Offering

December 6, 2024, the Company consummated its initial public offering (the “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”).

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

share (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 at a U.S.

including those set forth under “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this Annual Report

on Form 10-K.

Pantages Capital Acquisition

Corporation (the “Company”, formerly known as “Shepherd Ave Capital Acquisition Corporation” and “Aifeex

Nexus Acquisition Corporation”) is a blank check company incorporated in the Cayman Islands on May 31, 2024 as an exempted company

with limited liability.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities (the “initial

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.

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 1,125,000 additional Units granted to the underwriters

to cover over-allotments, if any (the “over-allotment option”).

Public 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

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

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.

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.

The sales of the Private

6 unchanged sentences

the Public Units, commencing on or about January 27, 2025.

The Class A ordinary shares

and rights were traded on the Nasdaq Global Market (“Nasdaq”) under the symbols “SPHA” and “SPHAR”,

respectively.

Units not separated continued to trade on Nasdaq under the symbol “SPHAU.”

The Class A ordinary shares and Rights were traded on the Nasdaq Global

Market (“Nasdaq”) under the symbols “SPHA” and “SPHAR”, respectively.

Units not separated continued

to trade on Nasdaq under the symbol “SPHAU.”

On March 11, 2025, the Company

3 unchanged sentences

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 “Name Change”).

Promptly following the approval,

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

Islands Companies Register to effect the Name Change.

In connection with the 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.

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.

On August 6, 2025, the Company

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

At the Second Shareholder

Meeting, the shareholders of the Company, by special resolution, approved the proposal to amend Company’s Second Amended Charter

to change the Company’s name from “Aifeex Nexus Acquisition Corporation” to “Pantages Capital Acquisition Corporation”

(the “Second Name Change”).

Promptly following the approval, 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”, “PGAC”,

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

Business Combination with MacMines

On November 18, 2025, the Company entered into

a Business Combination Agreement by and among (i) the Company, (ii) MacMines Austasia Pty Ltd, an Australian proprietary company limited

by shares (the “MacMines”), (iii) HORIZON MINING LIMITED, a Cayman Islands exempted company (“Pubco”), (iv) HORIZON

MERGER 1 LIMITED, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”);

(v) Horizon Mining

SPV Pty Ltd, an Australian proprietary company limited by shares and a wholly owned subsidiary of MacMines (“Tenement SPV”);

and (vi) Jincheng Yao, an individual (“Seller Representative”) (the “Merger Agreement”).

Reorganization

Pursuant to the Merger Agreement, prior to the Closing (as defined

below), MacMines and its affiliates shall consummate a series of reorganization transactions, including:

(i) MacMines and Pubco will enter

into a Share Sale Agreement for the sale by MacMines of all of the issued share capital in Tenement SPV to Pubco in exchange for the issue

of Pubco ordinary shares to MacMines (the “Share Sale Agreement”), and (ii) MacMines 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.

Upon the terms and subject to satisfaction of

the conditions set forth in the Reorganization Documents, the following transactions (collectively, “Reorganization”) shall

take place at a date and time agreed by the parties thereto:

(x) Pubco will issue 18,000,000 Pubco ordinary

shares (the “Reorganization Shares”) to MacMines in exchange for the transfer of all the issued and outstanding share capital

of Tenement SPV held by MacMines to Pubco;

(y) MacMines will assign, transfer, convey and

sale to Tenement SPV, and Tenement SPV will acquire and receive from MacMines, all the assets, including the MLA.

As a result of the Reorganization,

Tenement SPV shall become the wholly-owned subsidiary of Pubco, and Pubco shall become the majority-owned subsidiary of MacMines.

After the consummation of the Reorganization and

upon the terms and subject to satisfaction of the conditions set forth in the Merger Agreement, at a date and time 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”), 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:

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.

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

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.

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.

(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.

The foregoing Merger and conversion of securities

shall occur all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of

applicable Law.

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.

Certain Related Agreements

Seller Lock-Up Agreement

Concurrently with the execution and delivery of

the Merger Agreement, the Company, MacMines, and Pubco entered into a Lock-Up Agreement (the “Seller Lock-Up Agreement”),

pursuant to which 50.00% of the securities of Pubco held by MacMines (the “Restricted Securities”) will be

locked-up and subject to transfer restrictions for a period of time following the closing of the MacMines Business Combination (the “Closing”),

as described below, subject to certain exceptions.

The lock-up period applicable to the Restricted Securities will commence from

the date of Closing (the “Closing Date”) and end until the earlier of (i) the six (6) month anniversary of Closing Date, and

(ii) the date on which the closing sale price of the Pubco ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits,

share dividends, reorganizations, and recapitalizations) for any twenty (20) trading days within any thirty (30) consecutive trading day

period commencing after the Closing Date.

Seller Support Agreement

Concurrently with the execution of the Merger

Agreement, the Company and MacMines entered into a support agreement (the “Seller Support Agreement”), pursuant to which,

among other things, MacMines agreed (i) not to transfer, and (ii) to vote its Pubco ordinary shares in favor of the Merger Agreement (including

by execution of written resolutions), the Merger, and the other transactions.

The Seller Support Agreement and all of its provisions will

terminate and be of no further force or effect upon the earlier of (i) the effective time of the Closing, (ii) the termination of the

Merger Agreement in accordance with its terms, and (iii) the written agreement of the Company and MacMines.

Sponsor Support Agreement

Concurrently with the execution of the Merger Agreement, the Company,

MacMines, and the Sponsor entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which, among other

things, the Sponsor agreed (i) not to transfer, and (ii) to vote its ordinary shares of the Company in favor of the Merger Agreement (including

by execution of written resolutions), the Merger, and the other transactions.

The Sponsor Support Agreement and all of its provisions

will terminate and be of no further force or effect upon the earlier of (i) the mutual written consent of Company, MacMines, and the Sponsor,

(ii) the effective time of the Closing, or (iii) the termination of the Merger Agreement in accordance with its terms.

Registration Rights Agreement

The Merger Agreement contemplates that, at the

Closing, Pubco and MacMines will enter into a Registration Rights Agreement (the “Registration Rights Agreement”), to be effective

as of the Closing, pursuant to which Pubco agrees to file a registration statement as soon as practicable upon receipt of a request from

MacMines to register the resale of certain registrable securities under the Securities Act, subject to required notice provisions.

Pubco has also agreed to provide customary “piggyback” registration rights with respect to such registrable securities and,

subject to certain circumstances, to file a resale shelf registration statement to register the resale under the Securities 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.

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 Developments

On February 26, 2026, the Sponsor has 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.

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 December 31, 2024 were organizational

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

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

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 in connection with completing an initial business combination.

For the period from May 31,

2024 (inception) through December 31, 2024, we had a net loss of $85,311, which consisted of formation and operating costs of $300,435

and stock-based compensation expense of $53,754, and was offset by the interest and dividend earned on investment held in trust account

We have neither engaged in any operations nor generated any revenues

Our only activities from May 31, 2024 (inception) to December 31, 2025 were organizational activities, those necessary to prepare

for the IPO, described below, and, after the IPO, identifying a target company for an initial business combination.

We do not expect to

generate any operating revenues until after the completion of our initial business combination.

We may generate non-operating income in

the form of interest and dividend income on cash and investments 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 in connection with

completing an initial business combination.

For the year ended December 31, 2025, we had a net income of $2,547,952,

which consisted of interest and dividend income on cash and investments held in Trust Account of $3,565,599 and partially offset by formation

and operating costs of $1,017,647.

For the period from May 31, 2024 (inception) through December 31, 2024,

we had a net loss of $85,311, which consisted of formation and operating costs of $300,435 and stock-based compensation expense of $53,754,

and was offset by the interest and dividend earned on cash and investments held in Trust Account of $268,878.

Liquidity and Capital Resources

The Company’s liquidity

needs up to December 31, 2024 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.

Following the closing of

the IPO and sale of the Private Placement Units on December 6, 2024, a total of $86,250,000 was placed in the trust account, and we had

$533,006 of cash held outside of the trust account, after payment of costs related to the IPO, and available for working capital purposes.

In connection with the IPO, we incurred $2,528,729 in transaction costs, consisting of $1,078,125 of underwriting fees, $862,500 of deferred

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

The Company’s liquidity needs up to December 31, 2025 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.

Following the closing of the IPO and sale of the Private Placement

Units on December 6, 2024, a total of $86,250,000 was placed in the Trust Account, and we had $941,835 of cash held outside of the Trust

Account available for the payment of accrued offering costs related to the IPO and for working capital purposes.

In connection with the

IPO, we incurred $2,528,729 in transaction costs, consisting of $1,078,125 underwriting fees, $862,500 of deferred underwriting fees,

and $588,104 of other offering costs.

As of December 31, 2025,

the Company had cash of $533,006 and a working capital of $500,880.

For the period from May 31,

2024 (inception) through December 31, 2024, there was $86,923,150 of cash provided by financing activities resulting from the proceeds

of the IPO of $86,250,000, the proceeds from the Private Placement of $2,442,500, and the proceeds from a promissory note to a related

party of $12,000.

The changes were offset by the repayment of the promissory note to the sponsor of $294,976, the payment of the underwriters’

discount of $1,078,125, and the payment of IPO offering costs of $408,249.

For the period from May 31,

2024 (inception) through December 31, 2024, there was $86,250,000 of cash used in investing activities resulting from the purchase of

investment held in trust account.

the Company had cash of $187,778 and a working capital deficit of $516,767.

For the year ended December 31, 2025, there was $1,058,728 of cash

used in operating activities resulting from interest and dividend earned on investments held in Trust Account of $3,565,599, the decrease

in accounts payable and accrued expenses of $42,911, and the decrease in due to related parties of $33,227.

The changes were partially

offset by net income of $2,547,952 and the decrease in prepaid expenses of $35,057.

For the period from May 31, 2024 (inception) through December 31, 2024,

there was $140,144 of cash used in operating activities resulting from the net loss of $85,311, the interest and dividend earned on investments

held in Trust Account of $268,878, and the increase of prepaid expenses of $112,434.

The changes were partially offset by the stock-based

compensation expense of $53,754, the formation and operating cost paid by the Sponsor of $118,165, the increase in accounts payable and

accrued expenses of $121,039, and the increase in due to related parties of $33,521.

For the year ended December

31, 2025, there were no investing activities.

For the period from May 31, 2024 (inception) through December 31, 2024,

there was $86,250,000 of cash used in investing activities resulting from the purchase of investment held in Trust Account.

For the year ended December

31, 2025, there was $713,500 of cash provided by financing activity resulting from the proceeds from working capital loan - related party.

For the period from May 31,

4 unchanged sentences

discount of $1,078,125, and the payment of offering costs of $408,249.

We intend to use the funds

held outside the trust account to primarily identify and evaluate target businesses, perform business due diligence on prospective target

businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners,

review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete 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 December 31, 2024, the Company had no borrowings under the 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 completion of our initial business combination in which case we may issue additional

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

We intend to use the funds held outside the Trust Account to primarily

identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,

plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material

agreements of prospective target businesses, structure, negotiate and complete an initial business combination.

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 December 31, 2025

and 2024, the Company had $713,500 and $0 borrowings under the Working Capital Loans.

We do not 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 of identifying a target business, undertaking

in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have

insufficient funds available to operate our business prior to our initial business combination.

Moreover, we may need to obtain additional

financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public

Shares upon completion of our initial business combination in which case we may issue additional securities or incur debt in connection

with such initial business combination.

Off-Balance Sheet Financing Arrangements

9 unchanged sentences

Registration Rights

The holders of the founder

shares and Private Placement Units, including any Working Capital Units of those issued upon conversion of Working Capital Loans will

be entitled to registration rights pursuant to a registration rights agreement signed on December 4, 2024 by and among the Company and

the insiders.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company

In addition, the holders have certain “piggy-back” registration rights with respect to registration

statements filed after the completion of our initial business combination and rights to require the Company to register for resale such

securities pursuant to Rule 415 under the Securities Act.

The Company will bear the costs and expenses of filing any such registration

The holders of the founder shares and Private Placement Units, including

any Working Capital Units of those issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to

a registration rights agreement signed on December 4, 2024 by and among the Company and the Insiders.

The holders of these securities

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

In addition, the holders

have certain “piggy-back” registration rights with respect to registration statements filed after the completion of our initial

business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities

The Company will bear the costs and expenses of filing any such registration statements.

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 the exercising of over-allotment option in part.

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.

Critical Accounting Estimates

11 unchanged sentences

Recent Accounting Pronouncements

In November 2023, the FASB issued 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.

This ASU 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 this ASU for the year ended

December 31, 2024 and there was no material effect on the Company’s financial statements.

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

on the Company’s financial statements.

Management does not believe

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

Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Financial Statements and Supplementary Data.

is made to Pages F-1 through F-17 comprising a portion of this Annual Report on Form 10-K.

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

Reference is made to Pages

F-1 through F-17 comprising a portion of this Annual Report on Form 10-K.

Changes in and Disagreements With Accountants on Accounting

and Financial Disclosure.

Not applicable.

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