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Item 7. Management’s Discussion and Analysis

2026-03-09 compared with 2025-03-31 · 99 added, 46 removed, 75 unchanged (66% of the section changed)

9 unchanged sentences

Risk Factors” and elsewhere in this Annual Report on Form 10-K.

We are a blank check company incorporated in the

Cayman Islands on July 12, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase,

reorganization or other similar Business Combination with one or more businesses.

We intend to effectuate our Business Combination using

cash derived from the proceeds of the IPO and the sale of the private units, our shares, debt or a combination of cash, shares and debt.

We are a blank check company incorporated in

the Cayman Islands on July 12, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,

share purchase, reorganization or other similar Business Combination with one or more businesses.

We intend to effectuate our

Business Combination using cash derived from the proceeds of the initial public offering (the “Initial Public Offering”)

and the sale of the private units (“Private Placement Units”), our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs

5 unchanged sentences

Our only activities from inception through December 31, 2025 were organizational activities

and those necessary to prepare for the IPO, described below.

and those necessary to prepare for the Initial Public Offering, described below.

We do not expect to generate any operating revenues until after the completion

1 unchanged sentence

We expect to generate non-operating income in the form of interest income on marketable securities

held after the IPO.

held after the Initial Public Offering.

We 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, a Business

For the year ended December 31, 2025, we had a net income of $5,306,976,

which consisted of interest earned on marketable securities held in Trust Account of $5,674,641 and change on overallotment liability

of $221,454, offset by general and administrative costs of $589,119.

For the period from July 12, 2024 (inception)

1 unchanged sentence

costs of $75,822.

Liquidity and Capital Resources

Until the consummation of the IPO, our only source

Liquidity, Capital Resources and Going Concern

Until the consummation of the Initial Public Offering, our only source

of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor,

which were repaid at the closing of the IPO.

which were repaid at the closing of the Initial Public Offering.

On January 31, 2025, in connection with the closing

of the IPO, the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $3,000,000 in the aggregate.

of the Initial Public Offering, the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $3,000,000 in the aggregate.

In addition, the

3 unchanged sentences

solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Following the closing of the IPO and the Private

For the year ended December 31, 2025, cash used in operating activities

was $577,956.

Net income of $5,306,976 was affected by interest earned on marketable securities held in Trust Account of $5,674,641, change

on overallotment liability of $221,454, and general and administrative costs through promissory note of $3,208.

Changes in operating assets

and liabilities provided $7,955 of cash for operating activities.

For the period from July 12, 2024 (inception) through December 31,

2024, cash used in operating activities was $0.

Net loss of $157,572 was affected by formation costs paid by Sponsor in exchange for issuance

of Class B ordinary shares of $7,817, share-based compensation expense of $81,750 and payment of general and administrative costs through

promissory note of $48,992.

Changes in operating assets and liabilities provided $19,013 of cash for operating activities.

Following the closing of the Initial Public Offering and the private

placement, a total of $151,050,000 was placed in the Trust Account.

We incurred $8,782,919, consisting of $3,000,000 of cash underwriting

fee, $5,250,000 of deferred underwriting fee, and $532,919 of other offering costs.

We intend to use substantially all of the funds

held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes

payable and excluding deferred underwriting commissions, to complete our Business Combination.

We may withdraw interest from the Trust

Account to pay taxes, if any.

To the extent that our share capital or debt is used, in whole or in part, as consideration to complete

a 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 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.

We incurred $8,782,919 of transaction costs, consisting of $3,000,000

of cash underwriting fee, $5,250,000 of deferred underwriting fee, and $532,919 of other offering costs.

As of December 31, 2025, we had marketable securities

held in the Trust Account of $156,724,641 (including $5,674,641 of interest income) consisting of U.S.

Treasury Bills with a maturity

of 185 days or less.

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

earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete

our Business Combination.

We may withdraw interest from the Trust Account to pay taxes, if any.

To the extent that our share capital

or debt is used, in whole or in part, as consideration to complete a 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

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.

In order to fund working capital deficiencies

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Combination entity at a price of $10.00 per Unit.

The units would be identical to the private units.

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 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.

The units would be identical to the Private Placement Units.

connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company lacks

the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date

of the issuance of the financial statements.

The Company cannot ensure that its plans to raise capital or to consummate an initial Business

Combination will be successful.

In addition, Management has determined that if the Company is unable to complete an initial Business

Combination within the Combination Period by October 31, 2026, then the Company will cease all operations except for the purpose of liquidating.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management plans to consummate

an initial Business Combination prior to the mandatory liquidation date.

No adjustments have been made to the carrying amounts of assets

or liabilities should the Company be required to liquidate after October 31, 2026.

Off-Balance Sheet Financing Arrangements

13 unchanged sentences

The underwriters were entitled to an underwriting

discount of $0.20 per unit, or $3.0 million in the aggregate, which was paid upon the closing of the IPO.

discount of $0.20 per unit, or $3.0 million in the aggregate, which was paid upon the closing of the Initial Public Offering.

In addition, the underwriters

5 unchanged sentences

commissions will be payable to the underwriter upon the closing of the initial Business Combination in two portions, as follows:

per unit sold in the IPO shall be paid to the underwriter in cash and (ii) $0.025 per unit sold in the IPO shall be paid to the underwriter

in cash (such amount, the “Allocable Amount”), provided that, after completion of the IPO and the underwriters’ receipt

per unit sold in the Initial Public Offering shall be paid to the underwriter in cash and (ii) $0.025 per unit sold in the Initial Public Offering shall be paid to the underwriter

in cash (such amount, the “Allocable Amount”), provided that, after completion of the Initial Public Offering and the underwriters’ receipt

of 100% of the Base Fee, the Company has the right, in its sole discretion, to allocate any portion of the Allocable Amount to any third

parties not participating in the IPO (but who are members of the Financial Industry Regulatory Authority, Inc.) that assists the Company

parties not participating in the Initial Public Offering (but who are members of the Financial Industry Regulatory Authority, Inc.) that assists the Company

in consummating its initial Business Combination.

Critical Accounting Policies

Critical Accounting Estimates and Policies

The preparation of financial statements and related disclosures in

3 unchanged sentences

Actual results could materially differ from those estimates.

not identified any critical accounting policies.

We have identified the following critical accounting estimates.

A Ordinary Shares Subject to Possible Redemption

account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability

instrument and measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights

that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our

control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future

Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of

the shareholders’ equity section of our balance sheets.

Accounting Standards

November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.”

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided

to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported

measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation

of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and

entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing

segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within

fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 on January 31, 2025, the

date of the Initial Public Offering.

does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material

effect on the Company’s financial statements.

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

As a smaller reporting company, we are not required

to make disclosures 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

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