What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-24 compared with 2025-03-25 · 300 added, 181 removed, 10 unchanged (98% of the section changed)

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

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in

this Report including, without limitation, statements under this Item regarding our financial position, business strategy and the plans

and objectives of Management for future operations, are forward-looking statements.

When used in this Report, words such as “anticipate,”

“believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us

or our Management, identify forward-looking statements.

Such forward-looking statements are based on the beliefs of our Management, as

well as assumptions made by, and information currently available to, our Management.

Actual results could differ materially from those

contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

All subsequent written

or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and

results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report.

are a blank check company incorporated in the Cayman Islands on May 21, 2024 formed for the purpose of a Business Combination with one

or more businesses.

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

the Private Placement, the proceeds of the sale of our Ordinary Shares in connection with our initial Business Combination, shares issued

to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination

of the foregoing.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

Cautionary Note Regarding

Forward-Looking Statements

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

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

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

21E of the Exchange Act.

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

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

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

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

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

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

in our filings with the SEC.

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

are qualified in their entirety by this paragraph.

The following discussion and

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

thereto included elsewhere in this Report.

We are a blank check company

incorporated in the Cayman Islands on May 21, 2024 for the purpose of effecting a Business Combination.

Our Sponsor is Andretti Sponsor II

We are an early stage and

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

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

We cannot assure our shareholders that our plans

to complete a Business Combination will be successful.

We may seek to extend the Combination Period consistent with applicable

laws, regulations and stock exchange rules by amending our Amended and Restated Charter.

Such an amendment would require the approval

of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with

the vote on such approval.

Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect

our ability to maintain our listing on Nasdaq.

In addition, the Nasdaq Rules currently require SPACs (such as us) to complete our initial

Business Combination in accordance with the Nasdaq 36-Month Requirement.

If we do not meet the Nasdaq 36-Month Requirement, our securities

will likely be subject to a suspension of trading and delisting from Nasdaq.

of Operations

There can be no assurance that our plans to complete

a Business Combination will be successful.

Our IPO Registration Statement

became effective on September 5, 2024.

On September 9, 2024, we consummated our Initial Public Offering of 23,000,000 Public Units, including

3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option.

Each Public Unit consists of one Public Share

and one-half of one Public Warrant.

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

$230,000,000.

Simultaneously with the closing

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

of 760,000 Private Placement Units to the Sponsor and BTIG in the Private Placement at a purchase price of $10.00 per Private Placement

Unit, generating gross proceeds to us of $7,600,000.

Of those 760,000 Private Placement Units, the Sponsor purchased 450,000 Private Placement

Units and BTIG purchased 310,000 Private Placement Units.

The Private Placement Units (and underlying securities) are identical to the

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

the closing of the Initial Public Offering and Private Placement, an amount of $231,150,000 from the net proceeds of the Initial Public

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

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

government securities, within the meaning set forth

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

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

2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in interest or non-interest bearing demand deposit accounts at a

chartered commercial bank with consolidated assets of $100 billion or more selected by the Trustee that is reasonably satisfactory

to us, until the earlier of:

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

have until September 9, 2026 (24 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board

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

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

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

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

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

then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including

the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each

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

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

and Restated Articles.

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

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

Such redemptions will decrease the amount

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

In addition, the Nasdaq

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

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

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

change to our Management Team.

Recent Developments

StoreDot Business

On December 3, 2025, we entered

into the StoreDot BCA with (i) StoreDot, (ii) Pubco, (iii) Company Merger Sub and (iv) SPAC Merger Sub for the StoreDot Business Combination.

On February 17, 2026, we, StoreDot, Pubco, SPAC Merger Sub and Company Merger Sub entered into the StoreDot Termination Agreement pursuant

to which the parties mutually agreed to terminate the StoreDot BCA in its entirety pursuant to Section 8.1(a) thereof.

Concurrently with

the termination of the StoreDot BCA, each of the related agreements (including, but not limited to, the Voting Agreements, the Insider

Letter Amendment and the Sponsor Letter Agreement) were automatically terminated.

As a result, the StoreDot BCA and related agreements

are of no further force and effect.

Results of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities from May 21, 2024 (inception) through

December 31, 2024 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent

to the closing of the 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 Business Combination.

We generate non-operating income in the form of interest

income on marketable securities held in the Trust Account.

We incur expenses as a result of being a public company (for legal, financial

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

Our only activities since May 21, 2024 (inception) through

December 31, 2025 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying

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

We will not generate

any operating revenues until after completion of our initial Business Combination.

We have generated non-operating income in the form

of interest income on investments held in the Trust Account after the Initial Public Offering.

We expect to incur increased expenses as

a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as

for due diligence expenses.

the year ended December 31, 2025, we had net income of $8,350,365, which consisted of interest earned on marketable securities held in

Trust Account of $9,761,252, partially offset by general and administrative cost of $1,410,877.

the period from May 21, 2024 (inception) through December 31, 2024, we had net income of $3,046,826, which consisted of interest earned

on marketable securities held in Trust Account of $3,350,051, partially offset by general and administrative cost of $303,225.

Factors That May

Adversely Affect our Results of Operations

Our results of operations and our ability to complete an initial Business

Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets,

many of which are beyond our control.

Our results of operations and our ability to consummate an initial Business Combination could be

impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations

in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations,

and geopolitical instability, such as the military conflicts in Ukraine and the Middle East.

We cannot at this time predict the likelihood

of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our

ability to complete an initial Business Combination.

and Capital Resources

Until the consummation of the Initial Public Offering, our only source

of liquidity was an initial purchase of Class B Ordinary Shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor

pursuant to the IPO Promissory Note.

On May 21, 2024, the Sponsor loaned us an aggregate of up to $300,000

to cover expenses related to the Initial Public Offering pursuant to the IPO Promissory Note.

On July 16, 2024, we amended the IPO Promissory

Note to increase the principal amount to $400,000.

This loan was non-interest bearing and payable on the earlier of December 31, 2024

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

We repaid a total of $312,130 outstanding balance under the IPO Promissory

Note at the closing of the Initial Public Offering on September 9, 2024.

Borrowings under the IPO Promissory Note are no longer available.

On September 9, 2024, we consummated

the Initial Public Offering of 23,000,000 Public Units, at $10.00 per Public Unit, generating gross proceeds of $230,000,000.

Simultaneously

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

of an aggregate of 760,000 Private Placement Units at a price of $10.00 per Private Placement Unit to the Sponsor and BTIG, generating

gross proceeds of $7,600,000

the Initial Public Offering, a total of $231,150,000 was placed in the Trust Account.

We incurred $15,014,904 in Initial Public Offering

related costs, including $4,600,000 of cash underwriting fees, $9,775,000 of deferred underwriting fees, and $639,904 of other offering

As of December 31, 2024, we

had marketable securities held in the Trust Account of $234,500,051 (including approximately $3,350,051 of interest income).

We may withdraw

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

We intend to use substantially all of the funds held in the Trust Account, including

any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination.

extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining

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

other acquisitions and pursue our growth strategies.

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

of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based

on our Management’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct

the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an

interest-bearing demand deposit account at a bank.

As of December 31, 2024, we had cash of $798,454.

We use the funds

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

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

review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business

In order to fund working capital deficiencies or finance transaction

costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates or our advisor

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

If we complete a Business Combination, we would repay

such Working Capital Loans, if any.

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

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

Up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00

Liquidity, Capital Resources and Going Concern

Following the Initial Public

Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $231,150,000 was initially placed

in the Trust Account.

We incurred fees of $15,014,904 in the Initial Public Offering, consisting of $4,600,000 of cash underwriting fee,

the Deferred Fee of $9,775,000 and $639,904 of other offering costs.

As of December 31, 2025 and

2024, we had $48,469 and $798,454, respectively of cash in our operating account.

As of December 31, 2025 and 2024 we had a working capital

deficit of $29,006 and working capital surplus of $855,099, respectively.

As of December 31, 2025 and the period from May 21, 2024 (inception)

through December 31, 2024, $13,111,293 and approximately $3,350,051, respectively, of the amount earned on funds held in the Trust Account

was available to pay taxes, if any.

As of December 31, 2025 and

2024, we had marketable securities held in the Trust Account of $244,261,293 and $234,500,051 respectively (including approximately $9,761,242

and $3,350,051, respectively, of interest income).

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

use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account

(which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination.

To the extent

that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds

held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions

and pursue our growth strategies.

To mitigate the risk that

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

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

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

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

As of December 31, 2025 and 2024, we had cash held outside of the Trust Account of approximately $48,469

and $798,454, respectively.

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

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

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

structure, negotiate and complete a Business Combination.

Our liquidity needs through

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

Shares, (ii) loans pursuant to the IPO Promissory Note and the WCL Promissory Notes, and (iii) the net proceeds from the consummation

of the Initial Public Offering and the Private Placement held outside the Trust Account.

Working Capital Loans

In order to fund working capital

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

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

If we complete a Business Combination,

we will repay such Working Capital Loans.

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

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

for such repayment.

Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at a price of $10.00

per unit at the option of the lender.

These units would be identical to the Private Placement Units.

Except for the foregoing, the terms

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

do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

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 Business

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

securities or incur debt in connection with such Business Combination.

Such units and their underlying securities would be identical to the Private Placement Units, including

as to exercise price, exercisability and exercise period of the underlying warrants.

Prior to the completion of our initial Business Combination,

we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will

be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

for more information on the WCL Promissory Notes we issued in connection with Working Capital Loans from the WCL Payees.

Promissory Notes

Prior to the closing of our

Initial Public Offering, on May 21, 2024, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to

cover expenses related to the Initial Public Offering.

On July 16, 2024, we amended the IPO Promissory Note to increase the principal

amount to $400,000.

Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2024 or the completion

of our Initial Public Offering.

The loan of $$312,130 was fully repaid upon the consummation of our Initial Public Offering on September

No additional borrowing is available under the IPO Promissory Note.

On October 14, 2025, we issued

the WCL Promissory Notes, three separate unsecured promissory notes to each of the WCL Payees, in the agreement total principal amount

of $1,500,000.

The proceeds of the WCL Promissory Notes, which may be drawn from time to time prior to the WCL Maturity Date, will be

used by us for working capital purposes.

The WCL Promissory Notes bear no interest and are due and payable upon the earlier of (i) the

consummation of the Business Combination and (ii) the date of our liquidation.

In the event that we do not consummate a Business Combination,

the WCL Promissory Notes will be repaid only from amounts remaining outside of the Trust Account, if any.

If, prior to the Business Combination,

the principal balances of the WCL Promissory Notes have not been paid in full, then, at the WCL Payees’ option and subject to certain

conditions, up to the total principal amounts of the WCL Promissory Notes may be converted into WCL Conversion Units, each consisting

of one Class A Ordinary Share and one-half of one Warrant, at a conversion price of $10.00 per WCL Conversion Unit, on the date of the

Business Combination.

The WCL Conversion Units and their underlying securities shall be identical to the Private Placement Units and their

underlying securities.

WCL Conversion Units and their underlying securities are entitled to the registration rights set forth in that

certain Registration Rights Agreement.

A failure to pay the principal outstanding amount of the WCL Promissory Notes within one business day of

the WCL Maturity Date shall be deemed an event of default, in which case the WCL Payees may declare the WCL Promissory Notes due and payable

The issuance of the WCL Promissory Notes was made pursuant to the exemption from registration contained in Section 4(a)(2)

of the Securities Act.

As of December 31, 2025, the Company has borrowed $450,000 against the Notes and has $1,050,000 available for withdrawal.

Going Concern

In connection with our assessment

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

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

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

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

In addition, Management has determined

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

for the purpose of liquidating.

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

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

No adjustments have been made to the carrying

amounts of assets or liabilities should we be required to liquidate after September 9, 2026.

There can be no assurance that our plans

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

Contractual Obligations

We do not have any long-term

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

Administrative Services

and Chief Executive Officer Agreements

on December 13, 2025, and until completion of our initial Business Combination or liquidation, we pay an affiliate of our Sponsor $2,500

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

Services Agreement.

As of December 31, 2024, we had incurred $9,167 under the Administrative Services Agreement.

Additionally,

we agreed to pay our Chief Executive Officer $12,500 per month for his services commencing on September 5, 2024, through the earlier of

consummation or the initial Business Combination or the liquidation.

As of December 31, 2024, we had incurred $45,833 in such fees.

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:

Administrative Services Agreement and Chief

Executive Officer Compensation

Commencing on September 5,

2024, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $2,500 per month for

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

As of December

31, 2025 and the period from May 21, 2024 (inception) through December 31, 2024, we incurred and paid $30,000 and $9,250, respectively,

in fees for these services.

Additionally, we agreed to

pay our Chief Executive Officer $12,500 per month for his services commencing on September 5, 2024, through the earlier of consummation

or the initial Business Combination or the liquidation.

As of December 31, 2025 and the period from May 21, 2024 (inception) through December

31, 2024, we incurred and paid $150,000 and $45,750, respectively, in such fees to our Chief Executive Officer.

Underwriting Agreement

The underwriters of the Initial

Public Offering had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units

to cover over-allotments, if any.

On September 9, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters

elected to fully exercise the Over-Allotment Option and purchased the additional 3,000,000 Option Units at a price of $10.00 per Option

Unit pursuant to the Underwriting Agreement.

The underwriters of the Initial

Public Offering were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $4,600,000

in the aggregate, paid on September 9, 2024, at the closing of the Initial Public Offering.

Additionally, the underwriters are entitled

to a deferred underwriting discount of 4.25% of the gross proceeds of the Initial Public Offering, or $9,775,000 in the aggregate, with

such Deferred Fee payable upon the completion of the initial Business Combination.

Critical Accounting Estimates and Policies

The preparation of the audited financial statements and related disclosures

in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities,

disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

We have not identified any critical accounting estimates.

Shares Subject to Possible Redemption

We account for our ordinary shares subject to possible conversion in

accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary Shares subject to mandatory

redemption are classified as a liability instrument and measured at fair value.

Conditionally redeemable Ordinary Shares (including Ordinary

Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of

uncertain events not solely within our control) are classified as temporary equity.

At all other times, ordinary shares are classified

as shareholders’ equity (deficit).

Our Ordinary Shares feature certain redemption rights that are considered to be outside of our

control and subject to occurrence of uncertain future events.

Accordingly, as of December 31, 2024, Ordinary Shares subject to possible

redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheet

contained elsewhere in this Report.

We recognize changes in redemption value immediately as they occur

and adjusts the carrying value of redeemable Ordinary Shares to equal the redemption value at the end of each reporting period.

or decreases in the carrying amount of the redeemable Ordinary Shares are affected by charges against additional paid-in capital (to the

extent available) and accumulated deficit.

Income per Ordinary Share

We comply with accounting and disclosure requirements of FASB ASC 260,

“Earnings Per Share”.

We have two classes of Ordinary Shares, our Class A Ordinary Shares and Class B Ordinary Shares.

and losses are shared pro rata between the two classes of Ordinary Shares.

Net income per Ordinary Share is calculated by dividing the

net income by the weighted average Ordinary Shares outstanding for the respective period.

Diluted net income per share attributable to

holders of Ordinary Shares adjust the basic net income per share attributable to holders of Ordinary Shares and the weighted-average of

Ordinary Shares outstanding for the potentially dilutive impact of outstanding Warrants.

However, because the Warrants are anti-dilutive,

diluted income per Ordinary Share is the same as basic income per Ordinary Share for the periods presented.

Accounting Standards

Management does not believe that any recently issued, but not yet effective,

accounting standards, if currently adopted, would have a material effect on the financial statements contained elsewhere in this Report.

We granted the Underwriters

a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments,

On September 9, 2024, the Underwriters fully exercised their Over-Allotment Option.

The Underwriters were paid

a cash underwriting discount of $4,600,000 (2.00% of the gross proceeds of the Public Units offered in the Initial Public Offering).

Additionally,

the Underwriters were entitled to the Deferred Fee of 4.25% of the gross proceeds of the base Initial Public Offering held in the Trust

Account, which equated to $9,775,000 in the aggregate, following the full exercise of the Over-Allotment Option.

The Deferred Fee is payable

to the Underwriters upon the completion of the initial Business Combination, subject to the terms of the Underwriting Agreement.

On December 17, 2025, we entered

into the Underwriting Agreement Amendment, which is effective and conditioned upon the closing of the StoreDot Business Combination.

Capital Markets Advisory Agreement

On February 13, 2025, we entered

into the Capital Markets Advisory Agreement with an advisor to provide capital market advisory services in connection with the completion

of a Business Combination with an identified target.

If a Business Combination is consummated with the identified target the advisor will

be entitled to a cash fee of $4,250,000, payable at the closing of the Business Combination.

At our discretion, 50% of the fee can be

paid in the form of ordinary shares of the surviving company.

Further, our Company, in our sole discretion, can pay up to an additional

$750,000 fee in connection with the advisor’s performance.

The advisor is also entitled to reimbursement of incurred expenses that

shall not exceed $75,000.

On October 6, 2025, we amended

the Capital Markets Advisory Agreement to include an additional identified target.

If a Business Combination is consummated with the additional

identified target, the advisor will be entitled to a cash fee of $3,000,000.

At our discretion, 50% of the fee can be paid in the form

of ordinary shares of the surviving company.

Additionally, the discretionary fee has been reduced from $750,000 to $500,000.

On December 16, 2025, we further

amended the Capital Markets Advisory Agreement and as a result, the fee as amended is contingent on the closing of the StoreDot Business

Registration Rights Agreement

The holders of (i) the Founder

Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital

Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to

the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after

conversion to our Class A Ordinary Shares).

The holders of the majority of these securities are entitled to make up to three demands,

excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration

rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us

to register for resale such securities pursuant to Rule 415 under the Securities Act.

BTIG may only make a demand on one occasion and

only during the five-year period beginning on the effective date of the IPO Registration Statement.

In addition, BTIG may participate

in a “piggy-back” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement.

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

Letter Agreement

Our Sponsor, directors and

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

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

the Combination Period.

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

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

the Combination Period.

Additionally, pursuant to

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

(i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100%

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

relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the

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

amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released

to us to pay our taxes, divided by the number of then outstanding Public Shares.

Critical Accounting Estimates and Standards

The preparation of the financial

statements and notes thereto included elsewhere in this Report in conformity with GAAP requires Management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities,

in our financial statements.

These accounting estimates require the use of assumptions about matters, some of which are highly uncertain

at the time of estimation.

Management bases its estimates on historical experience and on various other assumptions it believes to be

reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing

To the extent actual experience differs from the assumptions used, our financial statements and notes thereto included elsewhere

in this Report could be materially affected.

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

Recent Accounting Standards

Management does not believe

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

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

Quantitative and Qualitative Disclosures about Market Risk.

1 unchanged sentence

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

Financial Statements and Supplementary Data

Reference is made to pages F-1 through F-17 comprising a portion of

this Report, which are incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Financial Statements and Supplementary

made to pages F-1 through F-21 comprising a portion of this Report, which are incorporated 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