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Item 7. Management’s Discussion and Analysis

2026-05-11 compared with 2025-03-13 · 29 added, 27 removed, 59 unchanged (49% of the section changed)

1 unchanged sentence

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 Form 10-K.

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

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 Risk Factor Summary,” “Item 1A.

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

We are a blank check company incorporated in the Cayman Islands on November 17, 2021 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses that the Company has not yet identified.

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

We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

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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 income of $5,233,485, which consists of interest income on cash held in the Trust Account of $5,764,764, offset by operating costs of $531,279.

For the year ended December 31, 2023, we had a net loss of $3,151, which consists of formation and operational costs of $3,151.

Liquidity and Capital Resources

For the year ended December 31, 2025, we had a net income of $8,019,450, which consists of interest income on cash held in the Trust Account of $9,844,588, offset by general and administrative costs of $1,825,138.

For the year ended December 31, 2024, we had a net income of $5,233,485, which consists of interest income on cash held in the Trust Account of $5,764,764, offset by general and administrative costs of $531,279.

Liquidity, Capital Resources and Going Concern

On June 27, 2024, we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s Sponsor, generating gross proceeds of $6,000,000.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Units, a total of $230,000,000 was placed in the Trust Account.

We incurred $14,455,519, consisting of $4,000,000 of cash underwriting fee, $9,800,000 of deferred underwriting fee (see additional discussion in Note 6), and $655,519 of other offering costs.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $230,000,000 was placed in the Trust Account.

We incurred $14,455,519 of transaction expenses, consisting of $4,000,000 of cash underwriting fee, $9,800,000 of deferred underwriting fee (see additional discussion in Note 6), and $655,519 of other offering costs.

For the year ended December 31, 2025, cash used in operating activities was $393,929.

Net income of $5,233,485 was affected by payment of operation costs through promissory note of $32,151 and interest earned on cash held in the Trust Account of $5,764,764.

Changes in operating assets and liabilities used $412,882 of cash for operating activities.

Net income of $8,019,450 was affected by interest earned on cash held in the Trust Account of $9,844,588.

Changes in operating assets and liabilities provided $1,431,209 of cash for operating activities.

For the year ended December 31, 2024, cash used in operating activities was $912,010.

Net loss of $3,151 was affected by payment of operation costs through promissory note of $2,898.

Net income of $5,233,485 was affected by payment of operation costs through promissory note of $32,151 and interest earned on cash held in the Trust Account of $5,764,764.

Changes in operating assets and liabilities used $412,882 of cash for operating activities.

As of December 31, 2024, we had cash held in the Trust Account of $235,764,764 (including approximately $5,764,764 of interest income).

As of December 31, 2025, we had cash held in the Trust Account of $245,609,352 (including $15,609,352 of interest income).

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

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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.

As of December 31, 2024, we had cash of $479,628.

As of December 31, 2025 and 2024, we had cash of $699 and $479,628, respectively, and working capital deficit of $1,168,025 and working capital surplus of $547,403, respectively.

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.

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The warrants would be identical to the Private Placement Warrants.

In connection with our assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of December 31, 2024, we may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties.

In connection with our assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of December 31, 2025, we may need to raise additional capital through loans or additional investments from our Sponsor, stockholders, officers, directors, or third parties.

Our officers, directors and Sponsor 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 needs.

Accordingly, we may not be able to obtain additional financing.

If we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

Management plans to address this uncertainty through a Business Combination.

If a Business Combination is not consummated by the end of the Combination Period, currently June 27, 2026, there will be a mandatory liquidation and subsequent dissolution.

Management has determined that the liquidity condition raises substantial doubt about our ability to continue as a going concern.

Management has determined that the liquidity condition, the date of mandatory liquidation and subsequent dissolution raise substantial doubt about our ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should be required to liquidate after the Combination Period.

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We began incurring these fees on June 25, 2024 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

For the years ended December 31, 2024 and 2023, the Company incurred and paid $124,000 and $0 in fees in administrative support services fee, respectively.

For the years ended December 31, 2025 and 2024, we incurred administrative support services fees of $240,000 and $124,000, respectively.

We paid $120,000 and $124,000 during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, we had outstanding accrued administrative support services fees of $120,000 and $0, respectively, which are included in accrued expenses in the accompanying balance sheets.

Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees.

The underwriters were entitled to an underwriting discount of $0.20 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, or $4,000,000 in the aggregate, paid upon the closing of the Initial Public Offering.

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As of December 31, 2025, we did not have any critical accounting estimates to be disclosed.

Net Income (Loss) per Ordinary Share

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of Accounting Standards Codification 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares.

Income and losses are shared pro rata between the two classes of shares.

Net income (loss) per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

Basic net income (loss) per share attributable to ordinary shareholders is adjusted for potentially dilutive impact of outstanding warrants to determine diluted net income (loss) per share attributable to ordinary shareholders.

However, because the warrants are anti-dilutive, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the periods presented.

Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

Basic net income per share attributable to ordinary shareholders is adjusted for potentially dilutive impact of outstanding warrants to determine diluted net income per share attributable to ordinary shareholders.

However, because the warrants are anti-dilutive, diluted income per ordinary share is the same as basic income per ordinary share for the periods presented.

Recent Accounting Standards

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“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 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.

In November 2024, the FASB issued Accounting Standards Update (“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.

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.

5 unchanged sentences

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