What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-27 compared with 2025-03-31 · 197 added, 132 removed, 76 unchanged (81% of the section changed)

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

Cautionary Note Regarding Forward-Looking Statements

Note Regarding Forward-Looking Statements

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

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We have not selected any Business Combination target.

We may pursue an initial Business Combination in any business or industry, but are

focusing on companies in the healthcare industry.

We may pursue an initial Business Combination in any business or industry, but

are focusing on companies in the healthcare industry.

We intend to effectuate our initial Business Combination using cash from the proceeds

4 unchanged sentences

issuance of additional Ordinary Shares in connection with a Business Combination to the owners of the target or other investors:

● may significantly dilute the equity interest of investors in the Initial Public Offering, which dilution

would increase if the anti-dilution provisions in the Class B Ordinary Shares resulted in the issuance of Class A Ordinary Shares on a

greater than one-to-one basis upon conversion of the Class B Ordinary Shares;

● may subordinate the rights of holders of Class A Ordinary Shares if preference shares are issued with

rights senior to those afforded our Class A Ordinary Shares;

● could cause a change in control if a substantial number of our Class A Ordinary Shares are issued, which

may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation

or removal of our present officers and directors;

● may have the effect of delaying or preventing a change of control of us by diluting the share ownership

or voting rights of a person seeking to obtain control of us;

● may adversely affect prevailing market prices for our Class A Ordinary Shares and/or Warrants.

may significantly

dilute the equity interest of investors in the Initial Public Offering, which dilution would increase if the anti-dilution provisions

in the Class B Ordinary Shares resulted in the issuance of Class A Ordinary Shares on a greater than one-to-one basis upon conversion

of the Class B Ordinary Shares;

may subordinate

the rights of holders of Class A Ordinary Shares if preference shares are issued with rights senior to those afforded our Class A

Ordinary Shares;

cause a change in control if a substantial number of our Class A Ordinary Shares are issued, which may affect, among other things,

our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers

and directors;

the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking

to obtain control of us;

may adversely

affect prevailing market prices for our Class A Ordinary Shares and/or Warrants.

if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

● default and foreclosure on our assets if our operating revenues after an initial Business Combination

are insufficient to repay our debt obligations;

● acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments

when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation

of that covenant;

● our immediate payment of all principal and accrued interest, if any, if the debt security is payable on

● our inability to obtain necessary additional financing if the debt security contains covenants restricting

our ability to obtain such financing while the debt security is outstanding;

● using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce

the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes;

● limitations on our flexibility in planning for and reacting to changes in our business and in the industry

in which we operate;

● increased vulnerability to adverse changes in general economic, industry and competitive conditions and

adverse changes in government regulation;

● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,

debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less

and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants

that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate

payment of all principal and accrued interest, if any, if the debt security is payable on demand;

our inability

to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing

while the debt security is outstanding;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses,

capital expenditures, acquisitions and other general corporate purposes;

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution

of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

to the Amended and Restated Memorandum, if we are unable to complete the initial Business Combination by July 11, 2026 (or such earlier

9 unchanged sentences

with respect to their Founder Shares.

We may seek to extend

the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated

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.

Nasdaq’s 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.

Results of Operations

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

and Restated Memorandum.

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, Nasdaq’s

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

January 28, 2026, the Buyers acquired all of the membership interests in the Sponsor owned by the non-managing members of the Sponsor

pursuant to a securities purchase agreement.

Simultaneously with such transaction, the Buyers also acquired all of the membership interests

of Conroy Partners LLC, the managing member of the Sponsor, pursuant to a member interest purchase agreement.

As a result of the foregoing

transactions, the Buyers own all of the membership interests in the Sponsor.

The Sponsor also acquired from Cantor 2,000,000 private

placement warrants of the Company owned by Cantor pursuant to a securities purchase agreement.

connection with the consummation of the Sponsor Acquisition, on January 28, 2026, Erich Spangenberg resigned as the Chairman of the Board

and as the Chief Executive Officer of the Company, effective as of the closing of the Sponsor Acquisition.

Cosgrove, MD and

Vincent Capone resigned as directors of the Board and as members of audit and compensation committees of the Board, effective as of the

closing of the Sponsor Acquisition.

January 28, 2026, in connection with the Sponsor Acquisition, Christopher Devall was appointed as Chief Executive Officer of the Company.

In addition, Anthony Hayes (as Chairman), Jarrett Gorlin, Matthew Saker, and Kyle Haug were appointed to serve as our Board of Directors,

which changes became effective on March 7, 2026.

Fee Reduction Agreement

January 28, 2026, we and the Sponsor entered into the Fee Reduction Agreement with Cantor, as representative of the several underwriters

for our initial public offering consummated on July 11, 2024.

to the Underwriting Agreement, Cantor was previously entitled to receive the Original Deferred Fee upon the consummation of our initial

business combination.

Pursuant to the Fee Reduction Agreement, and subject to the consummation of a business combination, Cantor has

instead agreed to receive, the Reduced Deferred Fee.

Reduced Deferred Fee will be payable upon the closing of our initial business combination.

If we (or our successor) fail to pay the Reduced

Deferred Fee in full at such time, Cantor may elect to require us to pay the full amount of the Original Deferred Fee in cash.

addition, if we or the Sponsor becomes entitled to receive any break-up, termination or similar fee in connection with a proposed business

combination that is terminated, abandoned or otherwise not consummated, 50% of the amount of such fee shall be applied toward payment

of the Reduced Deferred Fee, subject to certain limitations set forth in the Fee Reduction Agreement.

Administrative

Services Agreements

January 28, 2026, the Administrative Services Agreement, dated July 9, 2024, by and between us and SIM Management LP, an affiliate of

the Sponsor, was terminated, and any accrued obligations under the Administrative Services Agreement were waived.

March 18, 2026, the Company and Dominari Holdings Inc.

entered into an administrative services agreement pursuant to which Dominari will

provide office space, utilities and secretarial and administrative support to the Company in exchange for $20,000 per month.

is the Chief Executive Officer of Dominari.

Note with Sponsor

March 18, 2026, the Company entered into the 2026 Note.

Pursuant to the 2026 Note, the interest rate is 12% per annum, based on actual

days / 360 and there is a 5.0% original issue discount (OID).

The 2026 Note is due and payable upon the earlier to occur of:

initial Business Combination, or (2) our liquidation.

of Operations

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

Our only activities from January 29, 2024 (inception) to December

31, 2024 have been organizational activities and those necessary to prepare for and consummate the Initial Public Offering, and following

the closing of the Initial Public Offering, searching for a target with which to consummate a Business Combination.

Following the Initial

Public Offering, 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 cash and cash equivalents following the Initial Public Offering.

After the Initial

Public Offering, we have incurred increased expenses as a result of being a public company (for legal, financial reporting, accounting

and auditing compliance), as well as for due diligence expenses.

the three months ended December 31, 2024, we had net income of $2,436,140, which includes $2,695,350 of interest income earned on the

Trust Account, offset by $259,210 of general and administrative costs .

For the period from January

29, 2024 (inception) to December 31, 2024, we had net income of $4,747,104 which includes $5,322,812 of interest income earned on the

Trust Account, offset by $575,708 of general and administrative costs.

Factors That May

Adversely Affect our Results of Operations

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 business 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.

Liquidity, Capital Resources and Going

Our only activities from inception to 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 cash and cash equivalents subsequent to the Initial Public Offering, and incurred increased expenses as a result of being a public

company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

the year ended December 31, 2025, we had net income of $8,789,649, which includes $9,795,490 of interest income earned on the Trust Account,

offset by $1,005,841 of general and administrative costs.

the period from January 29, 2024 (inception) to December 31, 2024, we had net income of $4,747,104 which includes $5,322,812 of interest

income earned on the Trust Account, offset by $575,708 of general and administrative costs.

Capital Resources and Going Concern

the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B Ordinary Shares

6 unchanged sentences

and the IPO Promissory Note is no longer accessible.

July 11, 2024 we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise of the Over-Allotment Option

in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000.

The net proceeds from the sale of the

Units in the Initial Public Offering and the sale of the Private Placement Warrants in the Private Placement for an aggregate purchase

price of $6,000,000, after deducting offering expenses of approximately $477,616 and underwriting commissions of $4,000,000 (excluding

deferred underwriting commissions of $10,950,000), was $231,522,384.

$230,000,000 has been held in the Trust Account, which includes the

deferred underwriting commissions described above.

proceeds held in the Trust Account are invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment

Company Act which invest only in direct U.S.

July 11, 2024 we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise of the Over-Allotment

Option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000.

The net proceeds from the sale

of the Units in the Initial Public Offering and the sale of the Private Placement Warrants in the Private Placement for an aggregate

purchase price of $6,000,000, after deducting offering expenses of approximately $477,616 and underwriting commissions of $4,000,000

(excluding deferred underwriting commissions of $10,950,000), was $231,522,384.

$230,000,000 has been held in the Trust Account, which

includes the deferred underwriting commissions described above.

proceeds held in the Trust Account are invested in money market funds meeting certain conditions under Rule 2a-7 under the

Investment Company Act which invest only in direct U.S.

government treasury obligations.

The holding of these assets in this form is intended

to be temporary and for the sole purpose of facilitating the intended Business Combination.

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.

The holding of these assets in this form

is intended to be temporary and for the sole purpose of facilitating the intended Business Combination.

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.

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

9 unchanged sentences

have available to us approximately $65,427 of proceeds held outside the Trust Account, as of December 31, 2025.

We expect to continue

to use these funds to primarily 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.

order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our

Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be

In addition, on March

18, 2026, we entered into the 2026 Note, providing us access to up to an additional $1.5 million.

We expect to continue to use these

funds to primarily 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.

order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination,

our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may

If we complete our initial Business Combination, we would repay such Working Capital Loans.

In the event that our initial Business

Combination does not close, we may use amounts 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 warrants of

the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender.

Such warrants would be identical to

the Private Placement Warrants.

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.

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.

connection with our assessment of going concern considerations in accordance with FASB ASU Topic 2014-15, “Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern,” as of December 31, 2024, we believe we have sufficient funds for

our working capital needs until a minimum of one year from the date of issuance of the audited financial statements and notes thereto

contained elsewhere in this Report.

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

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.

Contractual Obligations

In the event that our initial

Business Combination does not close, we may use amounts held outside the Trust Account to repay such Working Capital Loans, but no proceeds

from our Trust Account would be used for such repayment.

to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00

per warrant at the option of the lender, or on such other terms as may be approved by the Board, and shareholders, if required pursuant

to applicable law.

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.

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.

have until July 11, 2026 to consummate a Business Combination, unless extended by amending our Amended and Restated Memorandum.

uncertain that the Company will be able to consummate a Business Combination by this time.

If a Business Combination is not consummated

by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.

In connection with the Company’s

assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern,”

as of December 31, 2025, management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt

about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments that may be

necessary if the Company is unable to continue as a going concern.

In addition, the Company’s cash balance does not exceed its

current budgeted operating requirements, and management has concluded that this indicates the Company will not have sufficient liquidity

to meet its obligations as they become due within one year after the date these financial statements are issued.

than the 2026 Note, we do not believe we will need to raise additional funds in order to meet the expenditures required for operating

our business.

However, 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 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 consummation of our Business Combination, in which

case we may issue additional securities or incur debt in connection with such Business Combination.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as set forth

Underwriting Agreement

underwriters of the Initial Public Offering have agreed to receive deferred underwriting commissions equal to $0.45 per Unit on Units

4 unchanged sentences

The deferred fee will become payable

to the underwriters of the Initial Public Offering solely in the event that we complete a Business Combination, subject to the terms of

the Underwriting Agreement, d ated July 9, 2024, we entered into with Cantor, as representative of

the several underwriters of the Initial Public Offering .

If we fail to consummate an initial Business Combination within the Combination

Period, such deferred fee will be included with the funds held in the Trust Account that will be available to fund the redemption of our

Public Shares upon the liquidation of the Trust Account.

Administrative Services

on July 10, 2024, and until completion of our initial Business Combination or liquidation, we pay an affiliate of our Sponsor $10,000

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

to the underwriters of the Initial Public Offering solely in the event that we complete a Business Combination, subject to the terms

of the Underwriting Agreement, d ated July 9, 2024, we entered into with Cantor, as representative

of the several underwriters of the Initial Public Offering .

If we fail to consummate an initial Business Combination within the

Combination Period, such deferred fee will be included with the funds held in the Trust Account that will be available to fund the redemption

of our Public Shares upon the liquidation of the Trust Account.

January 28, 2026, we and the Sponsor entered into the Fee Reduction Agreement with Cantor, as representative of the several underwriters

for our initial public offering consummated on July 11, 2024.

to the Underwriting Agreement, Cantor was previously entitled to receive the Original Deferred Fee upon the consummation of our initial

business combination.

Pursuant to the Fee Reduction Agreement, and subject to the consummation of a business combination, Cantor has

instead agreed to receive, in lieu of the Original Deferred Fee, a non-refundable cash fee equal to 1.5% of the aggregate amount delivered

from our trust account upon the closing of our initial business combination.

Reduced Deferred Fee will be payable upon the closing of our initial business combination.

If we (or its successor) fail to pay the Reduced

Deferred Fee in full at such time, Cantor may elect to require the Company to pay the full amount of the Original Deferred Fee in cash.

addition, if we or the Sponsor becomes entitled to receive any break-up, termination or similar fee in connection with a proposed business

combination that is terminated, abandoned or otherwise not consummated, 50% of the amount of such fee shall be applied toward payment

of the Reduced Deferred Fee, subject to certain limitations set forth in the Fee Reduction Agreement.

addition, if the Company or the Sponsor becomes entitled to receive any break-up, termination or similar fee in connection with a proposed

business combination that is terminated, abandoned or otherwise not consummated, 50% of the amount of such fee shall be applied toward

payment of the Reduced Deferred Fee, subject to certain limitations set forth in the Fee Reduction Agreement.

Administrative

Services Agreement

on July 10, 2024, and terminated on January 28, 2026, we paid an affiliate of our Sponsor $10,000 per month for c ertain

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

Services Agreement.

Under the Administrative Services Agreement, there was $110,000 incurred and paid for the year ending December 31,

Critical Accounting

January 28, 2026, the Administrative Services Agreement, dated July 9, 2024, by and between the Company and SIM Management LP, an affiliate

of the Sponsor, was terminated, and any accrued obligations under the Administrative Services Agreement were waived.

March 18, 2026, the Company and Dominari Holdings Inc.

entered into an administrative services agreement pursuant to which Dominari will

provide office space, utilities and secretarial and administrative support to the Company in exchange for $20,000 per month.

is the Chief Executive Officer of Dominari.

Note with Sponsor

on March 18, 2026 the Company entered into the 2026 Note.

Pursuant to the 2026 Note, the interest rate is 12% per annum, based on actual

days / 360 and there is a 5.0% original issue discount (OID).

The 2026 Note is due and payable upon the earlier to occur of:

initial Business Combination, or (2) our liquidation.

Accounting Estimates

preparation of the audited financial statements contained elsewhere in this Report in conformity with GAAP requires Management to make

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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.

Quantitative and Qualitative Disclosures about Market Risk.

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.

Reference is made to pages

F-1 through F-18 comprising a portion of this Report, which are incorporated herein by reference.

is 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