What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-15 · 77 added, 45 removed, 182 unchanged (40% of the section changed)

41 unchanged sentences

business combination.

July 6, 2026, the chief executive officer of SKG discussed in an interview published by Sing Tao Headline SKG’s strategic partnership

with KEC (Hong Kong) Limited, a subsidiary of KLN Logistics Group Limited, to jointly develop a cross-border e-commerce logistics platform,

with SKG providing the technology platform and KEC contributing order volume and operational resources.

SKG’s chief executive officer

also discussed SKG’s plans to expand into additional overseas markets and to introduce a software-as-a-service platform intended

for small and medium-sized enterprise customers.

The proposed Business Combination remains subject to customary closing conditions, including

regulatory review and shareholder approvals.

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

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the January Special Meeting, the Company deposited $60,000 into the trust account for each monthly extension from January 2025 through

April 2026, thereby extending the date by which the Company could complete a business combination to May 10, 2026.

August 2026, thereby extending the date by which the Company could complete a business combination to September 10, 2026.

of Operations

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

Our activities for the three months ended March

31, 2026 consisted primarily of identifying and evaluating target businesses, negotiating and entering into the Business Combination

Agreement with Smart Kreate Group Limited and related parties, maintaining our public company status, funding monthly extension deposits,

and managing Trust Account and working capital activities.

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

of our initial business combination.

Our activities for the three months ended June 30,

2026 consisted primarily of identifying and evaluating target businesses, negotiating and entering into the Business Combination Agreement

with Smart Kreate Group Limited and related parties, maintaining our public company status, funding monthly extension deposits, and managing

Trust Account and working capital activities.

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 cash and investments held in the Trust Account.

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diligence and transaction-related expenses in connection with identifying and completing an initial business combination.

the three months ended March 31, 2026, we had net loss of $13,521, which consisted of interest earned on cash and investments held

in the Trust Account of $169,702, interest income of $10, partially offset by

formation and operational costs of $109,693, related party administrative fees of $30,000, franchise tax expense of $10,000, and

income tax expense of $33,540.

the three months ended March 31, 2025, we had a net loss of $193,671, which consisted of formation and operational costs of $377,102,

the three months ended June 30, 2026, we had net income of $884,904, which consisted of interest earned on cash and investments held

in the Trust Account of $173,286, gain on forgiveness of promissory note of $1,040,000, interest income of $432, partially offset by

formation and operational costs of $191,749, related party administrative fees of $30,000, franchise tax expense of $10,200, income

tax expense of $34,339 and interest and penalties on excise tax of $62,526.

the three months ended June 30, 2025, we had a net loss of $607,950, which consisted of formation and operational costs of $723,999,

related party administrative fees of $30,000, franchise tax expense of $10,200, and income tax expense of $37,507, partially offset by

interest income of $1,391 and interest earned on cash and investments held in the Trust Account of $192,365.

The decrease in net loss for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due

to a significant decrease in formation and operational costs and lower income tax expense, partially offset by lower interest earned on

cash and investments held in the Trust Account.

increase in net income for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily due to

a gain on forgiveness of promissory loan, interest earned on cash and investments held in the Trust Account, partially offset

by lower formation and operational costs.

For the six months ended June 30, 2026, we had net

income of $871,383 , which consisted of interest earned on cash and investments held in the Trust Account of $342,988, gain on forgiveness

of promissory note of $1,040,000, interest income of $442, partially offset by formation and operational costs of $301,442, related party

administrative fees of $60,000, franchise tax expense of $20,200, interest and penalties on excise tax payable of $62,526 and income tax

expense of $67,879.

For the six months ended June 30, 2025, we had a net

loss of $801,621, which consisted of formation and operational costs of $1,101,101, related party administrative fees of $60,000, franchise

tax expense of $20,200, and income tax expense of $94,242, partially offset by interest income of $7,560 and interest earned on cash

and investments held in the Trust Account of $466,362.

The increase in net income for the six months ended

June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to a gain on forgiveness of promissory loan and a decrease

in formation and operational costs, partially offset by lower interest earned on cash and investments held in the Trust Account and interest

and penalties on excise tax payable incurred in 2026.

and Capital Resources

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into the trust account for each such one-month extension.

The Company deposited $60,000 for each monthly extension through March 2026.

Subsequent to March 31, 2026, the Company deposited an additional $60,000 for the April 2026 extension.

The Company deposited $60,000 for each monthly extension through June 2026.

Subsequent to June 30, 2026, the Company deposited an additional $120,000 for the July and August 2026 extension.

intend to use substantially all of the funds held in the trust account, including any interest earned thereon not previously released

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finance the operations of the target business, make other acquisitions and pursue our business strategy.

of March 31, 2026, the Company had cash of $909, cash and investments held in the Trust Account of $19,541,732, and a working

capital deficit of $2,952,897.

of June 30, 2026, the Company had cash of $4,575, cash and investments held in the Trust Account of $19,854,590, and a working capital

deficit of $2,380,850.

As of December 31, 2025, the Company had cash of $1,195 and a working capital deficit of $2,630,904.

Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur

significant transaction costs in pursuit of the consummation of a Business Combination.

There is no assurance that the Company’s

plans to raise capital will be successful.

In connection with the Company’s assessment of going concern considerations in accordance

with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial

doubt about the Company’s ability to continue as a going concern, within one year after the date that the consolidated financial

statements are issued.

has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant

transaction costs in pursuit of the consummation of a Business Combination.

There is no assurance that the Company’s plans to raise

capital will be successful.

In connection with the Company’s assessment of going concern considerations in accordance with Financial

Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about

an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt

about the Company’s ability to continue as a going concern, within one year after the date that the consolidated financial statements

In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s

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financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.

Following the January 10, 2025 special meeting, the Company was permitted

to extend the date by which it must consummate a business combination from January 10, 2025 to October 10, 2026 on a month-by-month basis,

by up to twenty-one one-month extensions, by depositing $60,000 into the Trust Account for each such one-month extension.

As of June 30,

2026, the Company had made the required monthly extension payments through June 2026, extending the deadline to complete an initial business

combination to July 10, 2026.

Subsequent to June 30, 2026, on July 10, 2026 and on August 10, 2026, an additional $120,000 was deposited

into the Trust Account, extending the deadline from July 10, 2026 to September 10, 2026.

Sheet Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

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

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

We have not entered

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

entities, or purchased any non-financial assets.

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.

We do not participate

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

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

We have not entered into

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

or purchased any non-financial assets.

April 5, 2012, the JOBS Act was signed into law.

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the consummation of the initial Business Combination.

For the three months ended March 31, 2026, the Company incurred $30,000 in administrative

As of March 31, 2026 and December 31, 2025, the Company had accrued administrative fees due to the Sponsor of $30,000 and $0, respectively.

For the three and six months ended June 30, 2026, the Company incurred $30,000

and $60,000 in administrative fees.

As of June 30, 2026 and December 31, 2025, the Company had accrued administrative fees due to the

Sponsor of $60,000 and $0, respectively.

closing of a Business Combination, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $2,415,000.

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Note in Connection with Extension Payments

The KM QUAD Merger Agreement provided that, in

the event that the closing of the KM QUAD Business Combination does not occur by February 10, 2025, the Company shall have the right

to extend the time to complete the KM QUAD Business Combination up to twenty-one (21) times for one month each time until October 10,

QUAD shall be responsible for the extension fees covering nine extensions over nine months, in total amount of $540,000.

QUAD would be responsible for the extension fees covering nine extensions over nine months, in total amount of $540,000.

or before February 14, 2025, KM QUAD wired the first installment of the prepaid extension fees, in the amount of $250,000, to the Company’s

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If the closing of the KM QUAD Business Combination does not occur prior to October 10, 2025

due to a delay in obtaining CSRC approvals, KM QUAD shall be responsible for any extension fees and other related fees incurred by the

due to a delay in obtaining CSRC approvals, KM QUAD would be responsible for any extension fees and other related fees incurred by the

Company beyond October 10, 2025 not to exceed $100,000 per month.

If the closing of the KM QUAD Business Combination or termination of

the Agreement occurs prior to October 10, 2025, the Company shall return the remaining balance of the prepaid extension fees, if any,

the Agreement occurs prior to October 10, 2025, the Company would return the remaining balance of the prepaid extension fees, if any,

to KM QUAD on a pro rata basis.

Alternatively, at the closing of the KM QUAD Business Combination, the Company shall have the right to

Alternatively, at the closing of the KM QUAD Business Combination, the Company would have the right to

convert any prepaid extension fees that were paid and not returned into Purchaser Class A Ordinary Shares at $10.00 per share.

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the parties entered into a Termination Agreement pursuant to which the KM QUAD Merger Agreement was terminated by mutual consent.

On April 30, 2026, KM QUAD released and discharged

the Company from all obligations under the KM QUAD Notes, including the outstanding principal balance of $1,040,000.

April 30, 2026, KM QUAD released and discharged the Company from all obligations under the KM QUAD Notes, including the outstanding principal

balance of $500,000 and extension fee of $540,000.

Accounting Policies and Estimates

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accounting pronouncements

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

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

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

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The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have

a material effect on the Company’s financial statements.

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

effect on the Company’s financial statements.

Quantitative and Qualitative Disclosures About Market Risk

1 unchanged sentence

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-Q

Item 2. Management’s Discussion and Analysis