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Item 2. Management’s Discussion and Analysis

2025-05-14 compared with 2024-11-04 · 98 added, 73 removed, 107 unchanged (62% of the section changed)

5 unchanged sentences

refer to Aurora Beacon LLC, a Cayman Islands limited liability company.

The following

discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed

financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

The following discussion and analysis of our financial condition

and results of operations should be read in conjunction with the condensed consolidated financial statements and the notes thereto contained

elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

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or otherwise, with respect to such a transaction with our company.

On October 15, 2024, we consummated our IPO of

5,000,000 units (the “Units”).

Each Unit consists of one ordinary share, $0.0001 par value (“Ordinary Share”),

and one right (“Right”) to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000.

Pursuant to that certain underwriting

agreement, dated October 10, 2024, we granted Lucid Capital Markets, LLC, the representative of the underwriters, a 45-day option to purchase

up to an additional 750,000 Units solely to cover over-allotments, if any (the “Over-Allotment Option”).

Simultaneously with

the consummation of the IPO, the underwriters exercised the Over-Allotment Option in full, generating total proceeds of $7,500,000.

Simultaneously with the closing of the IPO on

October 15, 2024, we consummated the private placement (“Private Placement”) with Aurora Beacon LLC (the “Sponsor”)

of 254,375 units (the “Private Units”), generating total proceeds of $2,543,750.

The Private Units are identical to the Units

sold in the IPO.

Additionally, the Sponsor agreed not to transfer, assign, or sell any of the Private Units or underlying securities (except

in limited circumstances, as described in the Registration Statement) until 30 days after the completion of our initial business combination

or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other

similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or

other property.

The Sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private

On October 15, 2024, a total of $57,787,500 of

the net proceeds from the sale of the Units in the IPO and the Private Placement were deposited in a trust account established for the

benefit of the Company’s public shareholders at JPMorgan Chase Bank, N.A.

maintained by Continental Stock Transfer & Trust Company,

acting as trustee (the “Trust Account”).

Recent Development

On October 15, 2024, we consummated our IPO of 5,000,000 units (the

Each Unit consists of one ordinary share, $0.0001 par value (“Ordinary Share”), and one right (“Right”)

to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial business combination.

The Units were sold at an

offering price of $10.00 per Unit, generating gross proceeds of $50,000,000.

Pursuant to that certain underwriting agreement, dated October

10, 2024, we granted Lucid Capital Markets, LLC, the representative of the underwriters, a 45-day option to purchase up to an additional

750,000 Units solely to cover over-allotments, if any (the “Over-Allotment Option”).

Simultaneously with the consummation

of the IPO, the underwriters exercised the Over-Allotment Option in full, generating total proceeds of $7,500,000.

Simultaneously with the closing of the IPO on October 15, 2024, we

consummated the private placement (“Private Placement”) with Aurora Beacon LLC (the “Sponsor”) of 254,375 units

(the “Private Units”), generating total proceeds of $2,543,750.

The Private Units are identical to the Units sold in the IPO.

Additionally, the Sponsor agreed not to transfer, assign, or sell any of the Private Units or underlying securities (except in limited

circumstances, as described in the Registration Statement) until 30 days after the completion of our initial business combination or earlier

if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction

which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.

On October 15, 2024, a total of $57,787,500 of the net proceeds from

the sale of the Units in the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s

public shareholders at JPMorgan Chase Bank, N.A.

maintained by Continental Stock Transfer & Trust Company, acting as trustee.

Entry into the Merger Agreement

On January 27, 2025, we entered into a merger

agreement (the “Merger Agreement”), dated as of January 27, 2025, with HZJL Cayman Limited (“HZJL”) for a business

Upon consummation of the transaction contemplated by the Merger Agreement, (i) RDAC will reincorporate by merging with and

into Xpand Boom Technology Inc., a Cayman Islands exempted company and wholly owned subsidiary of RDAC (“Xpand Boom Technology”),

and (ii) concurrently with the reincorporation merger, Xpand Boom Solution Inc., a Cayman Islands exempted company and wholly owned subsidiary

of Xpand Boom Technology, will be merged with and into HZJL, resulting in HZJL being a wholly owned subsidiary of Xpand Boom Technology

(the “Business Combination” and the transactions in connection with the Business Combination collectively, the “Transaction”).

Upon the closing of the Transaction, the parties plan to remain Nasdaq-listed under a new ticker symbol.

The Transaction, which has been approved by the

boards of directors of both RDAC and HZJL, is subject to regulatory approvals, the approvals by the shareholders of RDAC and HZJL, respectively,

and the satisfaction of certain other customary closing conditions, including, among others, a registration statement, of which the proxy

statement/prospectus forms a part, being declared effective by the U.S.

Securities and Exchange Commission (the “SEC”), and

the approval by Nasdaq of the listing application of the combined company.

Results of Operations

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generated any revenue to date.

Our only activities from inception to September 30, 2024 were organizational activities, those necessary

to prepare for and conduct the IPO, and since the closing of the IPO, the search for a prospective initial business combination.

Our only activities from inception to March 31, 2025 were organizational activities, those necessary to

prepare for and conduct the IPO, and since the closing of the IPO, the search for a prospective initial business combination.

not generate any operating revenue until after the completion of our initial business combination, at the earliest.

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diligence expenses.

For the period from March 8, 2024

(inception) to September 30, 2024, we had a net loss of $50,250, which consisted of formation and operational costs of $50,250.

For the three months ended September 30, 2024,

we had a net loss of $11,390, which consisted of formation and operational costs of $11,390.

For the three months ended March 31, 2025, we had a net income of $453,867,

which consisted of interest earned on marketable securities held in the Trust Account of $597,157, offset by formation and operational

costs of $143,290.

For the three months ended March 31, 2024, we

had a net loss of $28,860, which consisted of formation and operational costs of $28,860.

Liquidity and Capital Resources

As of September 30, 2024, we had $100 in our operating

bank account and working capital deficit of approximately $182,336.

As of March 31, 2025, we had $270,259 in our operating

bank account and working capital of approximately $289,889.

Our liquidity needs prior to the consummation

of the IPO were satisfied through the payment of $25,000 from the Sponsor to cover certain offering costs on our behalf in exchange for

issuance of founder shares, and the borrowing of approximately $162,324 from the Sponsor under an unsecured promissory note (see “Note

5—Related Party Transactions” in the notes to our unaudited condensed financial statements).

We have repaid the unsecured

promissory note in full on October 15, 2024.

Subsequent to the consummation of the IPO, our liquidity has been satisfied through the net

proceeds from the consummation of the IPO and the Private Placement (as defined below) held outside of the Trust Account.

issuance of founder shares, and the borrowing from the Sponsor under an unsecured promissory note.

We have repaid the unsecured promissory

note in full on October 15, 2024.

Subsequent to the consummation of the IPO, our liquidity has been satisfied through the net proceeds

from the consummation of the IPO and the Private Placement held outside of the Trust Account.

Following the IPO and the exercise of the over-allotment

option, a total of $57,787,500 of the net proceeds from the sale of the Units in the IPO and the Private Placement were placed in the

Trust Account.

We paid a total of $1,006,250 in underwriting discounts (excluding deferred underwriting discount of $1,868,750) and $556,288

for other costs and expenses related to the IPO.

As of March 31, 2025, we had cash of $270,259

and marketable securities in the Trust Account of $58,927,703.

We intend to use substantially all of the net proceeds of the IPO, including

the funds held in the Trust Account (less taxes payable and deferred underwriting commissions), to complete our initial business combination.

We may withdraw interest to pay taxes.

During the period ended March 31, 2025, we did not withdraw any of interest income from the Trust

Account to pay for income taxes.

To the extent that our capital stock is used in whole or in part as consideration to effect our initial

business combination, the remaining proceeds held in the Trust Account, as well as any other net proceeds not expended, will be used as

working capital to finance the operations of the target business.

Such working capital funds could be used in a variety of ways including

continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development

of existing or new products.

Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred

prior to the completion of our business combination if the funds available to us outside of the Trust Account were insufficient to cover

such expenses.

As of March 31, 2025, we had cash of $270,259

outside of the Trust Account.

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,

and structure, negotiate and complete a business combination.

Based on the foregoing, management believes that

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redeem the public shares, and thereafter liquidate and dissolve, raises substantial doubt about the ability to continue as a going concern.

The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

accompanying unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles in

the United States of America, which contemplate the continuation of our Company as a going concern.

The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles

in the United States of America, which contemplate the continuation of our Company as a going concern.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets, or liabilities,

which would be considered off-balance sheet arrangements as of September 30, 2024.

which would be considered off-balance sheet arrangements as of March 31, 2025.

We do not participate in transactions that create relationships

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Critical Accounting Policies

The preparation of unaudited condensed financial

The preparation of condensed consolidated financial

statements and related disclosures in conformity with accounting principles generally accepted in the United States of America 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 unaudited condensed financial statements, and income and expenses during the periods reported.

results could materially differ from those estimates.

As of September 30, 2024, there were no critical accounting policies or estimates.

and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported.

Actual results

could materially differ from those estimates.

As of March 31, 2025, there were no critical accounting policies or estimates.

Recent Accounting Standards

In August 2020, the Financial Accounting

Standards Board (“FASB”) issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s

Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required

under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope

exception, and it simplifies the diluted earnings per share calculation in certain areas.

ASU 2020-06 is effective January 1, 2024 and

should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company’s

management does not believe the adoption of ASU 2020-06 will have a material impact on its financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information

within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

ASU 2023-09 is effective

for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe

the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

Management does not believe that any other

recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our audited

Management does not believe that any recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our condensed consolidated

financial statements.

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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