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Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-03-31 · 168 added, 71 removed, 52 unchanged (82% 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

The following discussion and analysis of our

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Risk Factors” and elsewhere in this Annual Report.

We are a blank check company incorporated

in the Cayman Islands on June 10, 2024, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or other similar business combination with one or more businesses.

We intend to effectuate our business combination using

cash derived from the proceeds of the initial public offering and the sale of the private placement unit, our shares, debt or a combination

of cash, shares and debt.

We expect to continue to incur significant

costs in the pursuit of our acquisition plans.

We are a blank check company incorporated in the

Cayman Islands on June 10, 2024, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization

or other similar business combination with one or more businesses.

We intend to effectuate our business combination using cash derived

from the proceeds of the initial public offering and the sale of the private placement unit, our shares, debt or a combination of cash,

shares 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 a business combination will be successful.

Proposed Business Combination

Business Combination Agreement

On March 8, 2026, we entered into the Business

Combination Agreement by and among us, Plum IV Merger Sub, Inc., a Delaware corporation and our direct wholly owned subsidiary, and Controlled

Thermal Resources Holdings Inc., a Delaware corporation, pursuant to which, among other things and subject to the terms and conditions

contained therein, Merger Sub will merge with and into CTR, with CTR continuing as the surviving company.

The combined company’s

business is expected to continue to operate through CTR.

The proposed Merger is expected to be consummated after receipt of the required

approvals by our shareholders and CTR’s stockholders and the satisfaction or waiver of certain other customary conditions.

For more information about the Business Combination Agreement and the

Business Combination, see the section entitled “ Business—Proposed Business Combination .”

Transaction Support

Simultaneously with the

execution and delivery of the Business Combination Agreement, we and certain stockholders of CTR, who collectively have the right to cast

at least 60% of the votes entitled to be cast at a special meeting of CTR’s stockholders entered into a Transaction Support Agreement,

pursuant to which the Supporting CTR Stockholders have agreed, among other things, to vote all of their shares of CTR’s common stock

in favor of adopting and approving the Business Combination Agreement and the Business Combination.

Registration Rights

In connection with the

Business Combination, simultaneously with the Closing, we and certain holders will enter into an Amended and Restated Registration Rights

Agreement that amends and restates the Registration Rights Agreement, dated January 14, 2025, by and among us, our sponsor and certain

other security holders named therein, pursuant to which, among other things, (i) we will agree to file, as soon as practicable (and

in any event within thirty (30) calendar days) following the closing date, a registration statement covering the resale of certain equity

securities held by the sponsor and such other securityholders parties thereto;

and (ii) such holders of registrable securities will

be granted certain takedown, demand, block trade and piggyback registration rights with respect to their registrable securities, in each

case, on the terms and subject to the conditions set forth in the Amended and Restated Registration Rights Agreement.

Lock-Up Agreement

In connection with the

Business Combination, simultaneously with the Closing, we, our sponsor and certain stockholders of CTR will enter into a Lock-Up Agreement.

The Lock-Up Agreement will provide that, during the applicable Lock-Up Period (as defined in the Lock-Up Agreement), subject to certain

exceptions, the Lock-Up Parties will not, with respect to the Lock-Up Securities (as defined in the Lock-Up Agreement), (i) sell, offer

to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of,

directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent

position, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences

of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii)

publicly announce the intention to effect any transaction specified in clause (i) or (ii).

July Promissory Note

On July 8, 2025, we issued an unsecured promissory

note in the principal amount of up to $1,500,000 to the sponsor which may be drawn down from time to time prior to the Maturity Date (as

defined below) upon our request.

The July Note does not bear interest and the principal balance will be payable on the date on which we

consummate our initial business combination.

In the event we consummate the business combination, the sponsor has the option on the Maturity

Date to convert the principal outstanding under the July Note into that number of ordinary shares of the post-business combination company.

The number of New PubCo Shares to be received by the sponsor in connection with such optional conversion will be an amount determined

by dividing (x) the sum of the outstanding principal amount (or portion thereof) payable to the sponsor by (y) $10.00.

The July Note is

subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the

July Note and all other sums payable with regard to the Note becoming immediately due and payable.

Results of Operations

We have neither engaged in any operations

nor generated any operating revenues to date.

Our only activities from inception through December 31, 2024 were organizational activities

and those necessary to prepare for the initial public offering, described below and, after our initial public offering, identifying a

target company for a business combination.

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

business combination.

We expect to generate non-operating income in the form of interest income on marketable securities held after the

initial public offering.

We expect that we will incur increased 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 searching for, and completing, a business

We have neither engaged in any operations nor

generated any operating revenues to date.

Our only activities for the year ended December 31, 2025 and for the period from June 10, 2024

(inception) through December 31, 2024 were organizational activities and those necessary to prepare for the initial public offering, described

below and, after our initial public offering, identifying a target company for a business combination.

We do not expect to generate any

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

We expect to generate non-operating income in the form

of interest income on marketable securities held after the initial public offering.

We expect that we will incur increased 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 searching for, and completing, a business combination.

For the year ended December 31, 2025, we had a

net income of $6,051,821, which consists of interest earned on investments held in Trust Account of $7,060,220 and interest earned on

operating account of $12,869, offset by general and administrative expenses of $1,021,268.

For the period from June 10, 2024 (inception)

through December 31, 2024, we had a net loss of $91,980, which consisted of formation and operating expenses.

through December 31, 2024, we had a net loss of $91,980, which consisted of formation and general and administrative expenses.

Liquidity and Capital Resources

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sponsor and loans from our sponsor.

On January 16, 2025, we consummated

the initial public offering of 17,250,000 units, at a price of $10.00 per unit, which included the full exercise by the underwriters of

their over-allotment option in the amount of 2,250,000 units, generating gross proceeds of $172,500,000.

Simultaneously with the closing

of the initial public offering, we consummated the sale of an aggregate of 672,875 private placement units to the sponsor at a price of

$10.00 per private placement unit generating gross proceeds of $6,728,750.

Following the initial public offering,

on January 16, 2025, the full exercise of the over-allotment option, and the sale of the private placement units, a total of $174,225,000

was placed in the trust account, and we had $971,550 of cash held outside of the trust account, after payment of costs related to the

initial public offering, and available for working capital purposes.

We incurred $10,932,289 in transaction costs, including $3,450,000

of underwriting fees, $6,900,000 of deferred underwriting fees and $582,289 of other offering costs.

We intend to use substantially all of

the funds held in the trust account, including any amounts representing interest earned on the trust account, which interest shall be

net of taxes payable, to complete our business combination.

On January 16, 2025, we consummated the initial

public offering of 17,250,000 units, at a price of $10.00 per unit, which included the full exercise by the underwriters of their over-allotment

option in the amount of 2,250,000 units, generating gross proceeds of $172,500,000.

Simultaneously with the closing of the initial public

offering, we consummated the sale of an aggregate of 672,875 private placement units to the sponsor at a price of $10.00 per private placement

unit generating gross proceeds of $6,728,750.

Following the initial public offering, on January

16, 2025, the full exercise of the over-allotment option, and the sale of the private placement units, a total of $174,225,000 was placed

in the trust account, and we had $971,550 of cash held outside of the trust account, after payment of costs related to the initial public

offering, and available for working capital purposes.

We incurred $10,932,289 in transaction costs, including $3,450,000 of underwriting

fees, $6,900,000 of deferred underwriting fees and $582,289 of other offering costs.

For the year ended December 31, 2025, cash used

in operating activities was $869,506.

Net income of $6,051,821 was affected by interest earned on investments held in trust account of

$7,060,220, compensation expense of $36,750 and payment of operation costs through promissory note of $8,550.

Changes in operating assets

and liabilities provided $93,593 of cash for operating activities.

For the period from June 10, 2024 (inception)

through December 31, 2024, cash used in operating activities was $16,341.

Net loss of $91,980 was affected by payment of operation costs

through promissory note of $20,820.

Changes in operating assets and liabilities used $54,819 of cash for operating activities.

As of December 31, 2025, we had investments held

in the trust account of $181,285,220.

We intend to use substantially all of the funds held in the trust account, including any amounts

representing interest earned on the trust account, which interest shall be net of taxes payable, to complete our business combination.

We may withdraw interest from the trust account to pay taxes, if any.

extent that our share capital or debt is used, in whole or in part, as consideration to complete a business combination, the remaining

proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make

other acquisitions and pursue our growth strategies.

We intend to use the funds held outside

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

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

corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination.

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

in part, as consideration to complete a 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, 2025, we had cash of $296,249

for working capital purpose.

We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses,

perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective

target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses,

structure, negotiate and complete a business combination.

In order to fund working capital deficiencies

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The units would be identical to the private placement units.

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 a 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 business combination or because we become obligated to redeem a significant

number of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt

in connection with such business combination.

Off-Balance Sheet Financing Arrangements

On July 8, 2025, we issued an unsecured promissory

note (the “Note”) in the principal amount of up to $1,500,000 to the sponsor which may be drawn down from time to time prior

to the Maturity Date (as defined below) upon our request.

The Note does not bear interest and the principal balance will be payable on

the date on which we consummate our initial business combination (the “Maturity Date”).

In the event we consummate the business

combination, the sponsor has the option on the Maturity Date to convert the principal outstanding under the Note into that number of ordinary

shares of the post-business combination company (the “New PubCo Shares”).

The number of New PubCo Shares to be received by

the sponsor in connection with such optional conversion will be an amount determined by dividing (x) the sum of the outstanding principal

amount (or portion thereof) payable to the sponsor by (y) $10.00.

The Note is subject to customary events of default, the occurrence of

certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming

immediately due and payable.

If our estimate of the costs of identifying a

target business, undertaking in-depth due diligence and negotiating a 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 business combination or because we become obligated to redeem a significant number

of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection

with such business combination.

Going Concern

As of December 31, 2025, we had $296,249 in cash

and working capital deficit of $70,710.

Further, we have incurred and expect to continue to incur significant costs in pursuit of our

acquisition plans.

There is no assurance that our plans to raise capital will be successful.

In connection with our assessment of going

concern considerations in accordance with Accounting Standards Codification (“ASC”) Topic 205-40, “Going Concern,”

as of December 31, 2025, management has determined that mandatory liquidation, should a business combination not occur, and potential

subsequent dissolution and the liquidity issue raise substantial doubt about our ability to continue as a going concern for one year from

the date the financial statements are issued.

No adjustments have been made to the carrying

amounts of assets or liabilities should we be required to liquidate after July 16, 2026, or such earlier liquidation date as our board

of directors may approve to complete our initial business combination.

We cannot assure that our plans to raise capital or to consummate

an initial business combination will be successful.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities,

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Contractual Obligations

We do not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities, other than an agreement to pay each officer an aggregate of $20,833

per month, subject to availability of sufficient funds from working capital held outside the trust account.

We began incurring these fees

on January 16, 2025, and will continue to incur these fees monthly until the earlier of the completion of the business combination and

our liquidation.

We do not have any long-term debt, excluding the

promissory note – related party, capital lease obligations, operating lease obligations or long-term liabilities, other than an

agreement to pay each officer an aggregate of $20,833 per month, subject to availability of sufficient funds from working capital held

outside the trust account.

We began incurring these fees on January 16, 2025, and will continue to incur these fees monthly until the

earlier of the completion of the business combination and our liquidation.

The underwriters were entitled to (1) an underwriting

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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 a business combination, subject to the terms of the underwriting

agreement and will be based on the amount of funds remaining in the trust account after shareholder redemptions of public shares in connection

with the consummation of a business combination.

Critical Accounting Policies

held in the trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement

and will be based on the amount of funds remaining in the trust account after shareholder redemptions of public shares in connection with

the consummation of a business combination.

Critical Accounting Estimates and Policies

The preparation of financial statements and related

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

Not required for smaller reporting companies.

FINANCIAL STATEMENTS AND

SUPPLEMENTARY DATA

This information appears following Item 15 of this Annual Report and

is included herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE

STATEMENTS AND SUPPLEMENTARY DATA

This information appears following Item 15 of

this Annual Report and is included herein by reference.

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