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Item 7. Management’s Discussion and Analysis

2026-03-30 compared with 2025-03-26 · 127 added, 140 removed, 78 unchanged (77% 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

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annual report on Form 10-K.

We are a blank check company

newly incorporated as a Cayman Islands exempted company with limited liability for the purpose of entering into a merger, share exchange,

asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities,

which we refer to throughout this report as our initial business combination.

On October 15, 2024, we consummated

our IPO of 5,000,000 units (the “Units”).

We are a blank check company newly incorporated

as a Cayman Islands exempted company with limited liability for the purpose of entering into a merger, share exchange, asset acquisition,

share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer

to throughout this report as our initial business combination.

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”),

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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”)

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.

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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.

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

We expect to continue to incur

significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete an initial business combination

will be successful.

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.

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.

We expect to continue to incur significant costs

in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete an initial business combination will be successful.

On January 27, 2025, we entered

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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.

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.

On December 12, 2025, we entered into an amendment

to the Investment Management Trust Agreement, with Continental Stock Transfer & Trust Company (the “Trust Amendment”).

Pursuant to the Trust Amendment, the Company has the right to extend up to six times to complete its business combination (the “Business

Combination Period”), by depositing into the Trust Account an amount equal to the lesser of (i) $100,000 per month for all remaining

public shares or (ii) $0.033 for each remaining public share after giving effect to the shares that are redeemed in connection with the

Business Combination Extraordinary General Meeting.

On December 12, 2025, in connection with the shareholders

vote at the Extraordinary General Meeting, 1,548,345 shares were redeemed by certain shareholders at a price of approximately $10.55 per

share, including interest generated and extension payments deposited in the Trust Account, in an aggregate amount of $16,331,209.

of 5,668,070 ordinary shares were tendered for redemption in connection with the Extraordinary General Meeting held on November 20, 2025,

to approve the business combination and the Extension Meeting.

Results of Operations

We have neither engaged in any

operations nor generated any revenue to date.

Our only activities from inception to December 31, 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.

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

We have neither engaged in any operations nor

generated any revenue to date.

Our only activities from inception to December 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.

We have generated

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For the year ended December 31,

2024, we had a net income of $257,513, which consisted of interest earned on marketable securities held in the Trust Account of $543,046,

offset by formation and operational costs of $285,533.

2025, we had a net income of $1,573,962, which consisted of interest income of $2,389,246, offset by formation and operating costs of

For the year ended December 31, 2024, we had a net income of $257,513,

which consisted of interest income of $543,046, offset by formation and operating costs of $285,533.

Liquidity and Capital Resources

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2025, cash used in operating activities was $660,474.

Net income of $257,513 was affected by formation and operational costs of $285,533,

interest earned on marketable securities held in the Trust Account of $543,046.

Changes in operating assets and liabilities provided $40,500

of cash from operating activities.

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 from the sponsor under an unsecured promissory note (see “Note 5-Related

Party Transactions” in the notes to our financial statements).

Net income of $1,573,962 was affected by formation and operating costs of $815,284,

interest income of $2,389,246.

Changes in operating assets and liabilities provided $154,810 of cash from operating activities.

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 from the sponsor under an unsecured promissory note (see “Note 5-Related Party Transactions”

in the notes to our 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.

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 December 31, 2024, we

had cash of $392,679 and marketable securities in the Trust Account of $58,330,546.

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.

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 December 31, 2025,

we had cash of $37,174 and marketable securities in the Trust Account of $44,388,583.

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.

of the IPO, including the investment 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 December 31, 2024, 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.

During the year ended December 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’

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were insufficient to cover such expenses.

As of December 31, 2024, we

had cash of $392,679 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 we will have sufficient working capital and borrowing capacity to meet our anticipated cash needs prior to our initial 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 completion of our business combination, in which case we may issue additional

securities or incur debt in connection with such business combination.

However, we cannot provide any assurance that new financing will

be available.

Over the time period prior to our initial business combination, we will be using the funds held outside of the Trust Account

for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence

on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring,

As of December 31, 2025, we had cash of $37,174

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

we will have sufficient working capital and borrowing capacity to meet our anticipated cash needs 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.

However, we cannot provide any assurance that new financing will be available.

Over the time period prior to our initial business combination, we will be using the funds held outside of the Trust Account for paying

existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on

prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring,

negotiating and consummating the business combination.

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However, there can be no

assurance that we will be able to consummate any business combination by January 15, 2026 (or, if extended, July 15, 2026).

assurance that we will be able to consummate any business combination by April 15, 2026 (or, if extended, July 15, 2026).

The accompanying

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Off-Balance Sheet Financing Arrangements

We have no obligations, assets,

or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024.

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.

We have no obligations, assets, or liabilities,

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

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.

Contractual Obligations

We do not have any long-term

debt, capital lease obligations, operating lease obligations, or long-term liabilities.

The underwriters are entitled to a deferred fee

of 3.25% of the gross proceeds of the IPO upon closing of an initial business combination, or $1,868,750.

The deferred fee will be paid

in cash upon the closing of the business combination from the amounts held in the Trust Account, subject to the terms of the underwriting

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

obligations, operating lease obligations, or long-term liabilities.

The underwriters are entitled to a deferred fee of 3.25% of the gross

proceeds of the IPO upon closing of an initial business combination, or $1,868,750.

The deferred fee will be paid in cash upon the closing

of the business combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Registration Rights

Pursuant to an agreement entered

into on October 10, 2024, our initial shareholders and their permitted transferees can demand that we register for resale the founder

shares, the private units and the underlying private shares and private rights, and the units issuable upon conversion of working capital

loans and the underlying ordinary shares and rights.

The holders are entitled to make up to three demands, excluding short form demands,

that we register such securities.

Notwithstanding anything to the contrary, any holder that is affiliated with an underwriter participating

in the IPO may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration

statement of which the Final Prospectus forms a part.

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

on registration statements filed after our consummation of a business combination;

provided that any holder that is affiliated with an

underwriter participating in the IPO may participate in a “piggy-back” registration only during the seven-year period beginning

on the effective date of the registration statement of which the Final Prospectus forms a part.

We will bear the expenses incurred in

connection with the filing of any such registration statements.

Pursuant to an agreement entered into on October

10, 2024, our initial shareholders and their permitted transferees can demand that we register for resale the founder shares, the private

units and the underlying private shares and private rights, and the units issuable upon conversion of working capital loans and the underlying

ordinary shares and rights.

The holders are entitled to make up to three demands, excluding short form demands, that we register such

Notwithstanding anything to the contrary, any holder that is affiliated with an underwriter participating in the IPO may only

make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which

the Final Prospectus forms a part.

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

statements filed after our consummation of a business combination;

provided that any holder that is affiliated with an underwriter participating

in the IPO may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date

of the registration statement of which the Final Prospectus forms a part.

We will bear the expenses incurred in connection with the filing

of any such registration statements.

Critical Accounting Estimates

The preparation of audited 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 audited financial statements, and income and expenses during the periods reported.

Actual results could

materially differ from those estimates.

The preparation of 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 audited financial statements, and income and expenses during the periods reported.

Actual results could materially

differ from those estimates.

As of December 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 financial statements.

QUANTITATIVE AND

QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 financial

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company

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Item 15 of this annual report and is included herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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