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Item 7. Management’s Discussion and Analysis

2026-03-16 compared with 2025-03-31 · 66 added, 80 removed, 99 unchanged (60% of the section changed)

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion

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Results of Operations

We have neither engaged

in any operations nor generated any operating revenues to date.

We have neither engaged in

any operations nor generated any operating revenues to date.

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

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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 marketable securities held after the Initial Public Offering.

to generate any operating revenues until after the completion of our Business Combination.

We expect to generate non-operating income

in the form of interest income on marketable securities held after the Initial Public Offering.

We expect that we will incur increased

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diligence expenses in connection with searching for, and completing, a Business Combination.

For the year ended December

31, 2025, we had net income of $3,605,405, which consisted of interest earned on marketable securities held in Trust Account of $4,827,356,

offset by general and administrative costs of $1,221,951.

For the period from March 7,

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Liquidity and Capital Resources

On December 5, 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 350,000 Private Placement Unit 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.

On December 5, 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 350,000 Private Placement Units at a price of $10.00 per Private Placement

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

Following the closing of

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

For the year ended December

31, 2025, cash used in operating activities was $674,034.

Net income of $3,605,405 was a result of interest earned on marketable securities

held in the Trust Account of $4,827,356.

Changes in operating assets and liabilities provided $547,917 of cash for operating activities.

For the period from March 7,

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and net change in operating assets and liabilities of $28,389.

As of December 31, 2024, we had marketable securities held in the Trust

Account of $115,926,937 (including approximately $351,397 of interest income).

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 $913,659 and working capital of $168,586.

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.

we had marketable securities held in the Trust Account of $120,754,293 (including approximately $5,179,293 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,

which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination.

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 $229,625 and working capital deficit of $1,053,365.

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.

In order to fund working

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our Trust Account would be used for such repayment.

do not 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 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.

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.

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.

Off-Balance Sheet Financing Arrangements

We have no obligations,

assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024.

We have no obligations, assets

or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025.

We do not participate in transactions

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Contractual Obligations

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 $10,000 per month for certain utilities and

administrative support services.

We began incurring these fees on December 3, 2024 and will continue to incur these fees monthly until

the earlier of the completion of the Business Combination and our liquidation.

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

$10,000 per month for certain utilities and administrative support services.

We began incurring these fees on December 3, 2024 and will

continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

The underwriters were entitled

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to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors

that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and

public filings in connection with the Business Combination.

The Company will pay EBC a cash fee for such services upon the consummation

of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering.

In addition, the

Company will pay EBC a cash fee in an amount equal to 1.0% of the total consideration payable in the initial Business Combination if it

introduces the Company to the target business with whom it completes an initial 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

that are interested in purchasing its securities in connection with its Business Combination and assist with press releases and public

filings in connection with the Business Combination.

The Company will pay EBC a cash fee for such services upon the consummation of its

Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering.

In addition, the Company will pay

EBC a cash fee in an amount equal to 1.0% of the total consideration payable in the Business Combination if it introduces the Company

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.

Critical Accounting Policies

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We 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.

Our ordinary shares

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

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

(deficit) equity section of our balance sheets.

shares subject to possible conversion in accordance with the guidance in 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.

times, ordinary shares are classified as shareholders’ equity.

Our ordinary shares feature certain redemption rights that are considered

to be outside of our control and subject to occurrence of uncertain future events.

Accordingly, ordinary shares subject to possible redemption

are presented at redemption value as temporary equity, outside of the shareholders’ equity (deficit) section of our balance sheets.

Net Income Per Ordinary Share

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Recent Accounting Standards

In 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 officer 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 resources.

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.

Management does not believe

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Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller

reporting companies.

Not required for smaller reporting

Financial Statements and Supplementary Data

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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-K

Item 7. Management’s Discussion and Analysis