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Item 7. Management’s Discussion and Analysis

2026-02-11 compared with 2025-03-25 · 133 added, 18 removed, 64 unchanged (70% of the section changed)

9 unchanged sentences

However, we will not consummate a Business Combination with an entity or business with China operations consolidated through a variable interest entity (“VIE”) structure.

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.

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

We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.

1 unchanged sentence

We cannot assure you that our plans to complete a Business Combination will be successful.

Business Combination Agreement

On October 2, 2025, the Company entered into

a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination

Agreement”), by and among NYB Holdings Limited, a Cayman Islands exempted company with limited liability (“PubCo”),

Ltd., a Singapore private company limited by shares and a direct wholly-owned subsidiary of PubCo (“Amalgamation Sub”)

and Nanyang Biologics Pte.

Ltd., a Singapore private company limited by shares (“Nanyang” or “Target”).

The Business Combination Agreement provides for,

among other things, the following transactions:

(i) the Company will merge with and into PubCo (the “Merger”), with PubCo

being the Surviving Company;

and (ii) following the Merger, Amalgamation Sub and Nanyang will amalgamate and continue as one company,

with Nanyang being the surviving entity and becoming a wholly-owned subsidiary of PubCo (the “Amalgamation”).

the Amalgamation and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business

Combination.”

Business Combination

Consideration

In accordance with the terms and subject to the

conditions of the Business Combination Agreement, (i) each issued and outstanding Nanyang ordinary share will automatically be cancelled

and converted into such number of newly issued PubCo Shares as determined in accordance with the terms of the Business Combination Agreement;

(ii) each issued and outstanding share of Amalgamation Sub will automatically be converted into one Surviving Company’s ordinary

shares and accordingly, PubCo shall be the holder of all Surviving Company’s ordinary shares;

(iii) each issued and outstanding

Company ordinary share will be cancelled and cease to exist in exchange for one PubCo Share;

and (iv) each issued and outstanding rights

of the Company shall cease to be a right with respect to the Company’s ordinary shares and shall be exchanged for one-twentieth

(1/20th) of a PubCo Share.

Any fractional PubCo Shares will be rounded down to the nearest whole share.

Extension and Redemption

On November 10, 2025, the Company held an extraordinary

general meeting of shareholders.

The shareholders approved the following:

(1) the Company amended its Amended and Restated Memorandum

and Articles of Association (the “Existing Charter”) on November 10, 2025, by adopting the Amendment to the Existing Charter

in the form set forth in Annex A to the definitive proxy statement, as supplemented, filed with the U.S.

Securities and Exchange Commission

on October 14, 2025 (as supplemented, the “Articles Amendment”), reflecting the extension of the date by which the Company

must consummate a business combination from the Termination Date by up to nine (9) extensions comprised of one month each (each an “Extension”,

the end date of each Extension shall be referred to as “Extended Date”) up to August 15, 2026 (i.e., for a period of time

ending up to 27 months after the consummation of its initial public offering for a total of nine (9) months after the Termination Date

(assuming a business combination has not occurred);

and (2) a proposal to amend the Company’s investment management trust agreement,

dated as of May 16, 2024, (the “Trust Agreement”), by and between the Company and the Trustee, to allow the Company to extend

the Termination Date up to nine (9) times for an additional one (1) month each time from the Termination Date or Extended Date, as applicable,

to August 15, 2026 (the “Trust Agreement Amendment”) by providing five days’ advance notice to the Trustee prior to

the applicable Termination Date or Extended Date and depositing into the Trust Account $0.03 for each Public Share not redeemed in connection

with the Extension Amendment Proposal, up to a maximum of $60,000, per one-month extension two (2) days prior to such Extension (the “Extension

Payment”) until August 15, 2026 and (3) a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary,

to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting,

there are not sufficient votes to approve the Extension Amendment Proposal and Trust Agreement Amendment Proposal or to provide additional

time to effectuate the Extension Amendment, Trust Agreement Amendment and Extension.

In connection with the shareholders’ vote

at the extraordinary general meeting, holders of 6,668,735 ordinary shares of the Company exercised their right to redeem such shares

(the “Redemption”) for a pro rata portion of the funds held in the Trust Account.

As a result, approximately $71,580,705 (approximately

$10.73 per share) were removed from the Trust Account to pay such holders, leaving approximately $51.9 million in the Trust Account as

of the date of the Redemption.

Following the aforementioned Redemption, the Company has an aggregate 8,343,765 ordinary shares outstanding,

of which 4,831,265 are public shares subject to possible redemption.

On November 19, 2025, Nanyang deposited $60,000

into Trust Account, extending the Termination Date to December 15, 2025.

Pursuant to the Business Combination Agreement, Nanyang shall

pay the required Extension fee into Trust Account and all such amounts shall be deemed Nanyang’s transaction cost.

On December 15, 2025, the Company transferred

$60,000 into Trust Account on behalf of Nanyang, due to a delay payment from Nanyang, extending the Termination Date to January 15, 2026.

As a result, the Company recorded a due from Target of $60,000 as of December 31, 2025.

Subsequent to December 31, 2025, Nanyang transferred

$60,000 into Trust Account, extending the Termination Date to February 15, 2026.

Results of Operations

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We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period from February 5, 2024 (inception) through December 31, 2024, we had a net income of $3,157,131, which consisted of interest earned on cash held in the Trust Account of $3,518,931, offset by operating costs of $361,800.

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

income of $3,367,296, which consist of interest earned on cash held in Trust Account of $4,624,152, partially offset by operational costs

of $1,256,856.

For the period from February 5, 2024 (inception) through December 31, 2024, we had a net income of

$3,157,131, which consist of interest earned on cash held in the Trust Account of $3,518,931, partially offset by operating costs of $361,800.

Liquidity and Capital Resources

1 unchanged sentence

and advances from the Sponsor.

On May 21, 2024, we consummated the Initial Public Offering of 10,000,000 units, at $10.00 per Unit, generating gross proceeds of $100,000,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 400,000 Private Placement Units to the Sponsor and EarlyBirdCapital, Inc., the representative of the underwriters, at a price of $10.00 per Unit, generating gross proceeds of $4,000,000.

On May 21, 2024, we consummated

the Initial Public Offering of 10,000,000 units, at $10.00 per Unit, generating gross proceeds of $100,000,000.

Simultaneously with the

closing of the Initial Public Offering, we consummated the sale of 400,000 Private Placement Units to the Sponsor and EarlyBirdCapital,

Inc., the representative of the underwriters, at a price of $10.00 per Unit, generating gross proceeds of $4,000,000.

On May 23, 2024, the underwriters exercised their over-allotment option in full to purchase an additional 1,500,000 Units.

5 unchanged sentences

As a result of the underwriters’ election to exercise the over-allotment option in full on May 23, 2024, we incurred additional transaction costs of $825,000 consisting of $300,000 of cash underwriting fees and $525,000 of deferred underwriting fees.

For the year ended December 31, 2025, cash used

in operating activities was $561,403.

Net income of $3,367,296 was affected by interest earned on cash held in the Trust Account of $4,624,152.

Changes in operating assets and liabilities provided $695,453 of cash for operating activities.

For the period from February 5, 2024 (inception) through December 31, 2024, cash used in operating activities was $89,501.

1 unchanged sentence

Changes in operating assets and liabilities provided $215,679 of cash for operating activities.

As of December 31, 2024, we had cash held in the Trust Account of $119,093,931.

For the year ended December 31, 2025, cash provided

by investing activities was $71,460,705, which consists of cash withdrawn from Trust Account in connection with redemption of $71,580,705,

partially offset by investment of cash into Trust Account of $120,000.

For the year ended December 31, 2024, cash used

in investing activities was $115,575,000, which consists of investment of cash into Trust Account of $115,575,000.

For the year ended December 31, 2025, cash used

in financing activities was $71,520,705, which consists of payment for redemption of ordinary shares of $71,580,705, partially offset

by extension deposit from Nanyang of $60,000.

For the year ended

December 31, 2024, cash provided by financing activities was $116,623,287, which consists of proceeds from sale of Units, net of underwriting

discounts paid $112,700,000, Proceeds from sale of Private Placement Units of $4,375,000, proceeds from sale of representative shares

of $1,739 and advances from related party of 45,317, partially offset by p ayment of offering costs

As of December 31, 2025, we had cash held in the

Trust Account of $52,257,378.

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.

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.

We intend to use substantially all

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.

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.

As of December 31, 2025, we had cash of $337,383.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination, and to pay for directors and officers liability insurance premiums.

In order to finance working capital deficit or to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required.

If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans.

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans.

Up to $1,500,000 of the Working Capital Loans may be convertible into Working Capital Units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender.

The units and the underlying securities would be identical to the Private Placement Units.

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

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

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

complete a Business Combination, and to pay for directors and officers liability insurance premiums.

In order to finance working capital deficit or to finance transaction

costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers

and directors may, but are not obligated to, loan us funds as may be required.

If we complete our initial Business Combination, we will

repay the 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 the Working Capital Loans but no proceeds from the Trust Account would be used to repay

the Working Capital Loans.

Up to $1,500,000 of the Working Capital Loans may be convertible into Working Capital Units of the post Business

Combination entity at a price of $10.00 per unit at the option of the lender.

The units and the underlying securities would be identical

to the Private Placement Units.

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

12 unchanged sentences

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 not entered 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

11 unchanged sentences

Critical Accounting Estimates

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

Making estimates requires Management to exercise significant judgement.

It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

The preparation of financial

statements 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 financial statements, and income and expenses during the period reported.

Making estimates requires Management to exercise significant

It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that

existed at the date of the financial statements, which Management considered in formulating its estimate, could change in the near term

due to one or more future confirming events.

Accordingly, actual results could materially differ from those estimates.

As of December 31, 2024, we did not have any critical accounting estimates to be disclosed.

As of December 31,

2025, we did not have any critical accounting estimates to be disclosed.

Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting 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

This information appears following Item 15 of this Report and is included herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis