What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2025-11-14 · 39 added, 49 removed, 52 unchanged (63% of the section changed)

17 unchanged sentences

While both of these LOIs have expired, we have now moved to the next phase of actively negotiating the terms of a binding business combination agreement with Kneron.

See the risk factor titled “We may not be able to consummate an initial business combination by July 11, 2025, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.” in our Annual Report on Form 10-K for the year ended December 31, 2024.

We intend to utilize cash derived from the proceeds of our Initial Public Offering and the private placement warrants (the “Private Placement Warrants”), our securities, debt or a combination of cash, securities and debt, in effecting our initial Business Combination.

See the risk factor titled “We may not be able to consummate an initial business combination by September 29, 2026, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.” in our Annual Report on Form 10-K for the year ended December 31, 2025.

We intend to utilize cash derived from the proceeds of our initial public offering (the “IPO”) and the private placement of Private Units, our securities, debt or a combination of cash, securities and debt, in effecting our initial business combination.

In order to finance our working capital needs, SLG SPAC Fund LLC (the “Sponsor”) or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans.

On January 28, 2025, we issued an unsecured promissory note in the principal amount of up to $1,900,000 to the Sponsor, of which $700,000 was borrowed during the nine months ended September 30, 2025, and $840,000 was advanced at December 31, 2024.

These advances were converted to this promissory note once the note was executed on January 28, 2025.

On June 25, 2025, we issued a second unsecured promissory note in the principal amount of up to $2,500,000 to the Sponsor of which $1,700,000 was borrowed during the nine months ended September 30, 2025.

On January 28, 2025, we issued a convertible unsecured promissory note in the principal amount of up to $1,900,000 to the Sponsor, of which we borrowed $1,540,000 as of March 31, 2026 and December 31, 2025.

The note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination.

Upon the consummation of a business combination, the Sponsor will have the option, but not the obligation, to convert all or a portion of up to $1,500,000 of the unpaid principal balance of the Note into a number of Working Capital Warrants equal to the principal amount of the Note so converted divided by $1.00.

The terms of the Working Capital Warrants will be identical to the terms of the Private Warrants.

On June 25, 2025, we issued a non – convertible unsecured promissory note in the principal amount of up to $2,500,000 to the Sponsor, of which we borrowed $2,200,000 and 1,700,000 as of March 31, 2026 and December 31, 2025, respectively.

The non - convertible unsecured promissory note does not bear interest and is repayable upon the earlier of the consummation of our initial business combination and the last day that we have to complete a business combination.

We have incurred, or expect to continue to incur, significant costs in the pursuit of our acquisition plans.

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

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

Results of Operations

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

Our only activities from July 12, 2021 (inception) through September 30, 2025 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying a target company for an initial Business Combination.

We do not expect to generate any operating revenues until after the completion of our Business Combination.

We generate non-operating income in the form of interest income on marketable securities held in our trust account (the “Trust Account”).

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

Our only activities through March 31, 2026 were organizational activities and those necessary to prepare for our IPO, which is described below, and subsequent to the IPO, identifying a target company for an initial business combination.

We do not expect to generate any operating revenues until after the completion of our initial business combination.

We expect to generate non-operating income in the form of interest income on investments held in the trust account after the IPO.

We have incurred, or expect that we will incur, 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 in connection with searching for, and completing, our initial business combination.

For the three months ended September 30, 2025, we had a net loss of $475,225, which consists of operating expenses of $595,005 and administration – related party expenses of $272,830 offset by the interest earned on investments held in the Trust Account of $391,382, forgiveness of debt of $1,227, and operating account interest income of $1.

For the three months ended September 30, 2024, we had net income of $901,986, which consists of operating expenses of $142,271 and administration fees – related party expenses of $312,350 offset by the interest earned on investments held in the Trust Account of $1,356,606 and operating account interest income of $1.

For the nine months ended September 30, 2025, we had net income of $429,687, which consists of operating expenses of $1,380,937 and administration – related party expenses of $828,130 offset by the interest earned on investments held in the Trust Account of $2,637,524, forgiveness of debt of $1,227, and operating account interest income of $3.

For the nine months ended September 30, 2024, we had net income of $2,543,207, which consists of operating expenses of $515,714 and administration – related party expenses of $965,030, offset by the interest earned on investments held in the Trust Account of $4,023,947 and operating account interest income of $4.

For the three months ended March 31, 2026, we had a net loss of $94,195, which consists of operating expenses of $156,019 and administration fees– related party of $159,940 offset by the interest earned on investments held in the Trust Account of $221,762 and operating account interest income of $2.

For the three months ended March 31, 2025, we had net income of $542,329, which consists of operating expenses of $307,715 and administration– related party of $269,650 offset by the interest earned on investments held in the Trust Account of $1,119,693 and operating account interest income of $1.

Liquidity, Capital Resources and Going Concern

On October 11, 2023, we consummated our Initial Public Offering of 10,000,000 units (the “Units”).

Each Unit consists of one Class A ordinary share, par value $0.0001 and one-half of one redeemable warrant (the “Public Warrants”), with each Public Warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company’s initial Business Combination.

On October 11, 2023, we consummated our IPO of 10,000,000 Units.

Each Unit consists of one Class A ordinary share, par value $0.0001 and one-half of one redeemable Public Warrant, with each Public Warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company’s initial business combination.

We granted Cantor Fitzgerald & Co., as representative of the underwriters (“Cantor”), a 45 day option to purchase up to 1,500,000 additional Units to cover over-allotments.

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As a result, the Sponsor forfeited an aggregate of 448,052 Class B ordinary shares.

Such forfeited shares were cancelled by the Company prior to the consummation of the Initial Public Offering.

Simultaneously with the closing of the Initial Public Offering, we consummated a private placement (the “Private Placement”) with our Sponsor, who purchased 8,490,535 Private Placement Warrants, generating total proceeds of $8,490,535.

The terms of the Private Placement Warrants are identical to the Public Warrants, except that, for so long as the Private Placement Warrants are held by the Sponsor or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, and (ii) are entitled to registration rights.

The Private Placement Warrants will be worthless if the Company does not complete an initial Business Combination.

A total of $100,500,000 ($10.05 per Unit, which amount includes $3,500,000 of the underwriters’ deferred discount) of the net proceeds from the sale of Units in the Initial Public Offering and the Private Placements on October 11, 2023 was placed in a trust account maintained for the benefit of the public shareholders at Continental Stock Transfer & Trust Company, as a trustee and was invested only in U.S.

Such forfeited shares were cancelled by the Company prior to the consummation of the IPO.

Simultaneously with the closing of the IPO, we consummated the Private Placement with our Sponsor, who purchased 8,490,535 Private Warrants, generating total proceeds of $8,490,535.

The terms of the Private Warrants are identical to the Public Warrants, except that, for so long as the Private Warrants are held by the Sponsor or their permitted transferees, the Private Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of the Private Warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial business combination, and (ii) are entitled to registration rights.

The Private Warrants will be worthless if the Company does not complete an initial business combination.

A total of $100,500,000 ($10.05 per Unit, which amount includes $3,500,000 of the underwriters’ deferred discount) of the net proceeds from the sale of Units in the IPO and the Private Placements on October 11, 2023 was placed in a trust account maintained for the benefit of the public shareholders at Continental Stock Transfer & Trust Company, as a trustee and was invested only in U.S.

government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a - 7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S.

government treasury obligations.

2026, subject to applicable law or (iii) the redemption of any of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of its public shares if it has not consummated an initial Business Combination by September 29, 2026 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.

As of September 30, 2025, we had $614,005 in our operating bank account, $24,823,733 in the Trust Account and working capital deficit of $3,177,393.

Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Class A ordinary shares included in the Units sold in the IPO if we are unable to complete our initial business combination by September 29, 2026, subject to applicable law or (iii) the redemption of any of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business

combination by September 29, 2026 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

As of March 31, 2026, we had $132,866 in our operating bank account, $25,486,851 in the Trust Account and working capital deficit of $4,070,794.

Subsequent to the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of our trust account.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans.

In order to finance our working capital needs, on January 28, 2025, we issued an unsecured promissory note (the “Note”) in the principal amount of up to $1,900,000 to the Sponsor, of which $700,000 was borrowed during the nine months ended September 30, 2025, and $840,000 was advanced at December 31, 2024 to cover working capital requirements.

The $840,000 advance was converted to this promissory note once the note was executed on January 28, 2025.

For example, in order to finance our working capital needs, on January 28, 2025, we issued a convertible unsecured promissory note in the principal amount of up to $1,900,000 to the Sponsor, of which we borrowed $1,540,000 as of March 31, 2026.

The note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination.

If we do not complete a Business Combination, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

Upon the consummation of a Business Combination, the Sponsor will have the option, but not the obligation, to convert all or a portion of up to $1,500,000 of the unpaid principal balance of the Note into that number of warrants to purchase one Class A ordinary share (the “Working Capital Warrants”) equal to the principal amount of the Note so converted divided by $1.00.

The terms of the Working Capital Warrants will be identical to the terms of the Private Warrants.

The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

Similarly, on June 25, 2025 we issued an unsecured promissory note (the “Second Note”) in the principal amount of up to $2,500,000 to the Sponsor.

The Second Note does not bear interest and is repayable upon the earlier of the consummation of our initial business combination and the last day that we have to complete our business combination.

As of September 30, 2025, we borrowed $1,700,000 under the Second Note.

In connection with the our assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, we were formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before September 29, 2026, as extended at our extraordinary general meeting of shareholders held on July 8, 2025.

There is no assurance that we will obtain the necessary approvals or raise the additional capital it needs to fund its business operations and complete any business combination prior to September 29, 2026, if at all.

We determined that our liquidity condition and timing of dissolution raise substantial doubt about our ability to continue as a going concern for the next twelve months from the issuance of these financial statements.

On June 25, 2025, we issued a non-convertible unsecured promissory note in the principal amount of up to $2,500,000 to the Sponsor, of which we borrowed $2,200,000 as of March 31, 2026.

The non-convertible unsecured promissory note does not bear interest and is repayable upon the earlier of the consummation of our initial business combination and the last day that we have to complete a business combination.

The notes are subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the note and all other sums payable with regard to the notes becoming immediately due and payable.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205 - 40, Presentation of Financial Statements—Going Concern, the Company was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before September 29, 2026.

There is no assurance that the Company will obtain the necessary approvals or raise the additional capital it needs to fund its business operations and complete any business combination prior to September 29, 2026, if at all.

The Company also has no approved plan in place to extend the business combination deadline beyond September 29, 2026, and lacks the capital resources needed to fund operations and complete any business combination, even if the deadline to complete a business combination is extended to a later date.

Management has determined that the liquidity condition and timing of liquidation raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements.

No adjustments have been made to the carrying amounts of assets or liabilities.

Our Sponsor, officers and directors may, but are not obligated to, loan us funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital.

The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital.

Off-Balance Sheet Arrangements

We had no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025.

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

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

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We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $77,500 per month to our management team for their services.

We began incurring these fees on May 1, 2021, and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

Beginning on November 1, 2025 we pay an aggregate of $46,249 per month in management fees.

We began incurring these fees on May 1, 2021, and will continue to incur these fees monthly until the earlier of the completion of our initial business combination and our liquidation.

The underwriters are entitled to a deferred underwriting commission of 3.5% per unit or $3,500,000 in the aggregate of the gross proceeds of the Initial Public Offering held in the Trust Account upon the completion of our initial Business Combination subject to the terms of the underwriting commission.

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Actual results could materially differ from those estimates.

We have identified the following critical accounting policies.

We have identified the following critical accounting policies:

Net Income (Loss) per Share

Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding 3,435,065 Class A nonredeemable ordinary shares subject to forfeiture.

Weighted average shares were not reduced for the effect of an aggregate of 3,435,065 Class A nonredeemable ordinary shares that were subject to forfeiture depending on the amount of the proceeds received under the forward purchase agreement described below or in the event of our winding up and subsequent dissolution.

At September 30, 2025, and December 31, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the periods presented.

As of March 31, 2026 and December 31, 2025, we did not have any critical accounting estimates to be made.

Recent Accounting Standards

Other than discussed below, management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures.

This ASU will be effective for the annual period ending December 31, 2025.

The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

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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