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Item 7. Management’s Discussion and Analysis

2025-02-21 compared with 2024-04-01 · 171 added, 109 removed, 17 unchanged (94% 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 financial statements and

the notes related thereto which are included in Part II, Item 8 ( Financial Statements and Supplementary Data ) of this Annual Report

on Form 10-K.

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 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.

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

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 ” in this Annual Report and in the “ Risk

Factors ” section of our Prospectus.

We are a blank check company formed under the

laws of the State of Delaware on November 23, 2021, whose business purpose is to effect a merger, capital stock exchange, asset

acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

We intend to effectuate our

initial business combination using cash from the proceeds of the initial public offering and the sale of the private placement warrants,

our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs

in the pursuit of our acquisition plans.

we cannot assure you that our plans to complete an initial business combination will be successful.

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,” and elsewhere in this

Annual Report on Form 10-K.

We are a blank check company

formed under the laws of the State of Delaware on November 23, 2021, whose business purpose is to effect a merger, capital stock

exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the Private Placement Warrants (as

defined below), our capital stock, debt or a combination of cash, stock and debt.

On December 29, 2023, we

consummated our IPO”) of 6,900,000 Units, which includes the partial exercise by the underwriters of their over-allotment option

in the amount of 800,000 Units, at $10.00 per Unit, generating gross proceeds of $69,000,000.

Simultaneously with the closing of the IPO,

we consummated the sale of 2,457,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement

Warrant, in a private placement to the sponsor, generating gross proceeds of $2,457,000.

Following the IPO and the

sale of the Private Placement Warrants, a total of $69,000,000 was placed in the Company’s Trust Account with Continental Stock

Transfer & Trust Company acting as trustee (the “Trust Account”).

We incurred $4,651,705 of transaction expenses in connection

with the IPO and the sale of the Private Placement Warrants, consisting of $586,500 of cash underwriting fees, $2,518,500 of deferred

underwriting fees, and $1,546,705 of other offering costs.

We expect to continue to

incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete an initial business combination

will be successful.

On September 29, 2024, the

Company entered into a business combination agreement (the “Business Combination Agreement”), dated as of September 27,

2024, with Rosey Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Seller”)

and the owner of 100% of the issued and outstanding capital stock of Zhong Guo Liang Tou Group Limited, a company incorporated and existing

under the laws of the British Virgin Islands (the “Target”), pursuant to which the Company will purchase from Seller the ordinary

shares of the Target in exchange for shares of Common Stock, as a result of which the Target will become a wholly owned subsidiary of

Depending on the number of shares of Common Stock that the holders elect to have the Company redeem in connection with the

proposals presented at the Company’s meeting of stockholders to approve the Business Combination Agreement and the transactions

contemplated thereby and by the related agreements and certain related matters (collectively, the “Transactions”), the Company

will issue between 40,988,000 and 47,888,000 shares of Common Stock to Seller pursuant to the Business Combination Agreement.

On October 14, 2024, the

Company issued unsecured promissory note to the Target to pay or cause to be paid, the Acquiror Transaction Expenses, as may be incurred

from time to time and as such expenses become due and payable.

This loan is non-interest bearing, unsecured and repayable upon the date

on which the Company consummates its initial business transaction or, at the Company’s discretion, if funds allow.

As of December

31, 2024, there was $425,013 outstanding under the promissory note.

On December 4, 2024, the Company issued an extension note to the Target

to fund the Company’s extension, which extends the period of time to complete a Business Combination to March 29, 2025.

As of December

31, 2024, there was $229,770 outstanding under this note reported in Loan Payable in the accompanying audited balance sheets.

The consummation of the

Transactions is subject to the satisfaction of customary closing conditions, including the effectiveness of the registration statement

that the Company is required to file with the SEC, required Nasdaq and regulatory approvals, and the approval of the Business Combination

Agreement, the Transactions and other required shareholder proposals by the Company’s stockholders.

Results of Operations

We have neither engaged in any operations nor

generated any revenues to date.

Our only activities from November 23, 2021 (inception) through December 31, 2023 were organizational

activities, those necessary to prepare for the initial public offering, and subsequent to the initial public offering, identifying a target

company for a business combination.

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

We have neither engaged

in any operations nor generated any revenues to date.

Our only activities from November 23, 2021 (inception) through December 31,

2024 were organizational activities and those necessary to prepare for the IPO and, subsequent to the IPO, identifying a target company

for a business combination.

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.

1 unchanged sentence

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

For the year ended December 31, 2023, we

had a net loss of $308,792, which consists of formation and operating costs of $309,018, offset by the income tax benefit of $226.

For the year ended December 31, 2022, we had

a net loss of $181,003, which consists of formation and operating costs.

expenses in connection with searching for an appropriate target for, and completing, a business combination.

For the year ended December 31,

2024, we had net income of $1,375,819, which consists of change in fair value of overallotment liability of $11,135, gain on lawsuit settlements

of $295,000 and interest earned on marketable securities held in the Trust Account of $3,526,053, partially offset by formation and operating

costs of $1,709,829 and provision for income taxes of $746,540.

For the year ended December 31,

2023, we had a net loss of $308,792, which consists of formation and operating costs of $309,018, partially offset by the income tax benefit

Liquidity and Capital Resources

On December 29, 2023, we consummated our IPO

of 6,900,000 units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 800,000 units,

at $10.00 per unit, generating gross proceeds of $69,000,000.

Simultaneously with the closing of the IPO, we consummated the sale of

2,457,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a private placement to the sponsor, generating

gross proceeds of $2,457,000.

Following the IPO, the partial exercise of the

over-allotment option, and the sale of the Private Placement Warrants, a total of $69,000,000 was placed in the trust account.

$4,651,705 consisting of $586,500 of cash underwriting fees, $2,518,500 of deferred underwriting fees, and $1,546,705 of other offering

For the year ended December 31, 2023, cash

used in operating activities was $83,200.

For the year ended December 31,

2024, cash used in operating activities was $1,012,960.

Net income of $1,375,819 was affected by the change in fair value of the overallotment

liability of $11,135, and interest earned on marketable securities held in the Trust Account of $3,526,053.

Changes in operating assets

and liabilities provided $1,148,409 of cash from operating activities.

For the year ended December 31,

2023, cash used in operating activities was $83,200.

Net loss of $308,792 was affected by payment of office expenses made by sponsor of

$269,251 and a courtesy discount on legal fees of $11,301.

Changes in operating assets and liabilities used $32,358 of cash from operating activities.

For the year ended December 31, 2022, cash

used in operating activities was $0.

Net loss of $181,003 was affected by payment of office expenses made by sponsor of $113,601.

in operating assets and liabilities provided $67,402 of cash from operating activities.

As of December 31, 2023, we had $69,000,000

of cash held in the trust account.

Through December 31, 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.

To the extent that our capital stock 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

As of December 31, 2023, we had cash of

We intend to use the funds held outside the trust account to fund our SEC and tax compliance and 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 may need to raise additional funds in order

to meet the expenditures required for operating our business.

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.

In order to fund working capital deficiencies

or finance transaction costs in connection with a business combination, our sponsor, or certain of our officers and directors or their

affiliates may, but are not obligated to, loan us funds as may be required.

if we complete a business combination, we would repay such

loaned amounts.

In the event that a business combination does not close, we may use a portion of the working capital held outside the

trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

Such loans may be

convertible into warrants of the post-business combination entity at a price of $1.00 per warrant, at the option of the lender.

would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

Changes in operating assets and liabilities used $32,358 of cash from operating

As of December 31, 2024,

we had $72,752,485 of cash held in the Trust Account.

Through December 31, 2024, we have withdrawn $3,338 of interest earned from the

marketable securities held in 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 a business combination.

extent that our capital stock 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, 2024,

we had cash of $454 outside the Trust Account.

Until consummation of a business combination, we intend to use the funds held outside the

Trust Account to fund our SEC and tax compliance and 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 may need to raise additional

funds in order to meet the expenditures required for operating our business.

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 consummation of a business combination.

Moreover, we may need to obtain

additional financing either to complete a business combination or because we become obligated to redeem a significant number of our public

shares upon consummation of a business combination, in which case we may issue additional securities or incur debt in connection with

such business combination.

In order to fund working

capital deficiencies or finance transaction costs in connection with a business combination, the sponsor, or certain of our officers and

directors or their affiliates may, but are not obligated to, loan us funds as may be required.

If we complete a business combination,

we would repay such loaned amounts.

In the event that we do not complete a business combination, we may use a portion of the working capital

held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

loans may be convertible into warrants to purchase common stock of the post-business combination entity at a price of $1.00 per warrant,

at the option of the lender.

These warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability

and exercise period.

Going Concern

In connection with the Company’s assessment

of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)

In connection with the Company’s

assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined

that mandatory liquidation, should a business combination not occur, and an extension not be approved by the stockholders of the Company,

and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s ability to continue as

a going concern through December 29, 2024, the scheduled liquidation date of the Company if it does not complete a business combination

prior to such date.

Management plans to complete a business combination before the mandatory liquidation date.

However, there can be

no assurance that the Company will be able to consummate any business combination by December 29, 2024.

These financial statements do

not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary

should the Company be unable to continue as a going concern.

that mandatory liquidation, should we not complete a business combination and an extension of our deadline to do so not be approved by

the stockholders of the Company, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s

ability to continue as a going concern through March 29, 2025 (or June 29, 2025, if we extend the period of time to consummate a business

combination as provided in our amended and restated certificate of incorporation), the scheduled liquidation date of the Company if it

does not complete a business combination prior to such date.

Management plans to complete a business combination before the mandatory

liquidation date.

However, there can be no assurance that we will be able to consummate any business combination by March 29, 2025 (or,

if extended, June 29, 2024).

These financial statements do not include any adjustments relating to the recovery of the recorded assets

or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of December 31, 2023.

We have no obligations,

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

Contractual Obligations

We do not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities.

We are party to an administrative services agreement with our sponsor,

Bengochea SPAC Sponsors I LLC.

Our sponsor has agreed that until the Company consummates a business combination, it will make such office

space, as well as general and administrative services including utilities and administrative support, available to the Company as may

be required by the Company from time to time.

The underwriters were entitled to a deferred

underwriting discount of 3.65% of the gross proceeds of the IPO, or $2,518,500, payable upon the closing of an initial business combination.

The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete

a business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of financial statements and related

disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the

periods reported.

We do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities.

We are party to an administrative services agreement

with the sponsor.

The sponsor has agreed that until the Company consummates a business combination, it will make office space, as well

as general and administrative services including utilities and administrative support, available to the Company as may be required by

the Company from time to time.

The underwriters in the

IPO were entitled to a deferred underwriting discount of 3.65% of the gross proceeds of the IPO, or $2,518,500, payable upon the closing

of an initial business combination.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account

solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

Critical Accounting Estimates

The preparation of financial

statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income

and expenses during the periods reported.

Actual results could materially differ from those estimates.

We have not identified any critical accounting policies

as of December 31, 2023.

We have not identified any critical

accounting estimates as of December 31, 2024.

Recent Accounting Standards

Management does not believe that any other recently

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

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

that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our

financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

1 unchanged sentence

Not required for smaller reporting companies.

FINANCIAL STATEMENTS AND SUPPLEMENTARY

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