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Item 2. Management’s Discussion and Analysis

2025-11-12 compared with 2025-08-14 · 35 added, 40 removed, 152 unchanged (33% 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

References in this report

44 unchanged sentences

in any operations nor generated any operating revenues to date.

Our only activities from March 7, 2024 (inception) through June

Our only activities from March 7, 2024 (inception) through September

30, 2025 were organizational activities and those necessary to prepare for the Initial Public Offering, described below.

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For the three months ended

June 30, 2025, we had net income of $645,820, which consisted of interest earned on marketable securities held in Trust Account of $1,221,289,

offset by general and administrative costs of $575,469.

For the six months ended

June 30, 2025, we had net income of $1,620,131, which consisted of interest earned on marketable securities held in Trust Account of

$2,436,991, offset by general and administrative costs of $816,860.

September 30, 2025, we had net income of $1,012,606, which consisted of interest earned on marketable securities held in Trust Account

of $1,236,605, offset by general and administrative costs of $223,999.

For the nine months ended

September 30, 2025, we had net income of $2,632,737, which consisted of interest earned on marketable securities held in Trust Account

of $3,673,596, offset by general and administrative costs of $1,040,859.

For the three months ended

June 30, 2024, we had net loss of $44,679, which consisted of general and administrative costs.

September 30, 2024, we had net loss of $76,777, which consisted of general and administrative costs.

For the period from March

7, 2024 (Inception) through June 30, 2024, we had net loss of $85,220, which consisted of general and administrative costs.

7, 2024 (Inception) through September 30, 2024, we had net loss of $161,997, which consisted of general and administrative costs.

Liquidity and Capital Resources

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closing of the Initial Public Offering, we consummated the sale of 350,000 Private Placement Units at a price of $10.00 per Private Placement

Unit in a private placement to the Sponsor and EarlyBirdCapital, Inc., the representative of the underwriters in the Initial Public Offering,

generating gross proceeds of $3,500,000.

Following the closing of the

Initial Public Offering on December 5, 2024, an amount of $100,500,000 ($10.05 per Unit) from the net proceeds of the sale of the Units,

and a portion of the net proceeds from the sale of the Private Placement Units, was placed in the Trust Account.

Unit in a private placement to the Sponsor and EBC, generating gross proceeds of $3,500,000.

Following the closing of

the Initial Public Offering on December 5, 2024, an amount of $100,500,000 ($10.05 per Unit) from the net proceeds of the sale of the

Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in the Trust Account.

We incurred $3,605,995

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sale of the Public Units, and a portion of the net proceeds from the sale of the private placement units, was placed in the Trust Account.

For the six months ended

June 30, 2025, cash used in operating activities was $431,833.

For the nine months ended

September 30, 2025, cash used in operating activities was $545,562.

Net income of $2,632,737 was a result of interest earned on marketable

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For the period from March

7, 2024 (Inception) through June 30, 2024, cash used in operating activities was $0.

Net loss of $85,220 was a result of payment of formation

costs through issuance of founder shares of $5,000, payment of formation costs through promissory note of $3,027 and payment of operation

costs through promissory note of $61,099.

Changes in operating assets and liabilities provided $16,094 of cash for operating activities.

As of June 30, 2025, we

had marketable securities held in the Trust Account of $118,363,928 (including approximately $2,788,928 of interest income).

7, 2024 (Inception) through September 30, 2024, cash used in operating activities was $0.

Net loss of $161,997 was a result of payment

of formation costs through issuance of founder shares of $8,027 and payment of operation costs through promissory note of $123,103.

in operating assets and liabilities provided $30,867 of cash for operating activities.

As of September 30, 2025,

we had marketable securities held in the Trust Account of $119,600,533 (including approximately $4,025,533 of interest income).

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

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capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2025, we

had cash of $471,826 and working capital deficit of $648,274.

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,

As of September 30, 2025,

we had cash of $358,097 and working capital deficit of $872,273.

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

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our Trust Account would be used for such repayment.

We do not believe we will

We believe we will

need to raise additional funds in order to meet the expenditures required for operating our business for at least the next 12 months.

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

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We have no obligations,

assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.

assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025.

We do not participate in transactions

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to the target business with whom it completes an Business Combination;

provided that the foregoing fee will not be paid prior to the date

that is 60 days from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not be deemed

underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110.

provided that the foregoing fee will not be paid prior to the

date that is 60 days from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not

be deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110.

Critical Accounting Policies

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We have identified the following critical accounting policies:

Ordinary Shares Subject to Redemption

Ordinary Shares Subject to Possible

We account for our ordinary

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financial statements.

Quantitative and

Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Quantitative and Qualitative

Disclosures About Market Risk

Not required for smaller reporting

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