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Item 7. Management’s Discussion and Analysis

2026-03-30 compared with 2025-03-31 · 48 added, 26 removed, 42 unchanged (64% of the section changed)

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

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes related thereto which are included in “ Item 8.

Financial Statements and Supplementary Data ” of this Annual Report.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary Data” of this Annual Report on Form 10-K (this “Annual Report”).

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “ Cautionary Note Regarding Forward-Looking Statements ,” and elsewhere in this Annual Report.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,” “Item 1A.

Risk Factors” and elsewhere in this Annual Report.

Cautionary Note Regarding Forward Looking Statements

This Annual Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

All statements, other than statements of historical fact included in this Annual Report including, without limitation, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements.

For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of this Annual Report.

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated in the Cayman Islands on April 19, 2022, for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

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

We generate non-operating income in the form of interest income on marketable securities held in the Trust Account.

We generate non-operating income in the form of dividends on marketable securities held in the Trust Account.

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, 2024, we had a net loss of $71,012, which consists of operating costs of $196,358 partially offset by an unrealized gain on marketable securities held in Trust Account of $125,346.

For the year ended December 31, 2023, we had a net loss of $485,550, which consists operating and formation costs.

For the year ended December 31, 2025, we had a net income of $6,362,427, which consists of dividends earned on marketable securities held in the Trust Account of $7,306,965 offset by operating costs of $944,538.

For the year ended December 31, 2024, we had a net loss of $71,012, which consists of operating costs of $196,358 partially offset by dividends earned on marketable securities held in Trust Account of $125,346.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of our ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor.

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of our ordinary shares, par value $0.0001 per share, by the Former Sponsor and loans from the Sponsor.

On December 24, 2024, we consummated the Initial Public Offering of 17,250,000 Units which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000.

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Following the closing of the Initial Public Offering, on December 24, 2024, an amount of $174,225,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in the trust account.

For the year ended December 31, 2025, net cash used in operating activities was $608,387.

Net income of $6,362,427 was impacted by dividends earned on marketable securities held in Trust Account of $7,306,965.

Changes in operating assets and liabilities provided $336,151 of cash from operating activities.

For the year ended December 31, 2024, cash used in operating activities was $851,446.

Net loss of $71,012 was impacted by a payment of operation costs through promissory note of $4,719 and an unrealized gain on marketable securities held in Trust Account of $125,346.

Changes in operating assets and liabilities provided $659,807.

For the year ended December 31, 2023, cash used in cash used in operating activities was $204.

Net loss of $485,550 was impacted by a write-off of deferred offering costs of $482,340 and changes in operating assets and liabilities, which provided $3,006.

Net loss of $71,012 was impacted by a payment of operation costs through promissory note of $4,719 and dividends earned on marketable securities held in Trust Account of $125,346.

Changes in operating assets and liabilities used $659,807.

As of December 31, 2025, we had investments of $181,657,311 held in the trust account.

Through December 31, 2024 and 2023, we have not withdrawn any interest earned from the trust account.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination.

Through December 31, 2025, we have not withdrawn any interest earned from the trust account.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing dividends and interest earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination.

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

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At December 31, 2025 and 2024, no amount were borrowed under the Working Capital Loan program.

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.

On August 8, 2025, the Company entered into a non - interest bearing promissory note with the Sponsor for a principal amount of up to $2,000,000.

The loan on the promissory note is due upon the closing of a Business Combination.

At December 31, 2025 and 2024, there was $200,000 and $0, respectively, borrowed under this promissory note.

We do not believe we will need to raise additional funds in excess of amounts available under the August 8, 2025 promissory note or amounts that may be available under any Working Capital Loans 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.

Going Concern

In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the initial public offering will enable it to sustain operations for a period of at least one-year from the issuance date of these financial statements.

At December 31, 2025, the Company had cash of $29,787 and a working capital deficit of $504,608.

If the 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, the Company may have insufficient funds available to operate the business prior to completing a Business Combination.

Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

The Company has until June 24, 2026, to consummate the initial Business Combination.

If the Company does not complete a Business Combination within the Completion Window, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that the liquidity issues and mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination by the end of the Combination Period, raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 24, 2026.

The Company’s plan to deal with the uncertainty is to complete a Business Combination prior to June 24, 2026 and to receive working capital from its Sponsor.

There is no assurance that the Company’s plans to consummate a Business Combination or to receive working capital from the Sponsor will be successful.

The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Off-Balance Sheet Financing Arrangements

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Actual results could materially differ from those estimates.

Public Warrants

At the date of the Initial Public Offering, the fair value of the Public Warrants was determined using the Monte Carlo Simulation Model.

The Monte Carlo Simulation Model required significant estimates by management and required management to make assumptions related to the company’s implied Class A share price, term of the Public Warrants, the risk-free rate and volatility.

As each of these items are out to the control of management significant uncertainty exists in the Monte Carlo Simulation Model and the underlying assumptions.

Deviations from these estimates could result in a significate difference to our financial results.

As the changes in fair value has no impact to our cash, changes in fair value of the Public Warrants and derivations from our estimates of fair value have no impact on our cash inflows or outflows.

Recent Accounting Standards

We do not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our consolidated financial statements.

Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to make disclosures under this Item.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

We do not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Quantitative and Qualitative Disclosure 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 under this item.

Financial Statements and Supplementary Data.

This information appears following Item 15 of this Annual Report and is incorporated herein by reference.

This information appears following Item 15 of this Annual Report and is included 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