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Item 7. Management’s Discussion and Analysis

2026-07-14 compared with 2025-07-11 · 422 added, 321 removed, 4 unchanged (99% 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 “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.

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,” “Item 1A.

Risk Factors” and elsewhere

in this Annual Report on Form 10-K.

We are a blank check company

incorporated in the Cayman Islands and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation

with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar

business combination with one or more businesses or entities, which we refer to throughout this annual report as our business combination.

While we have not identified any specific business combination target as of yet, since the completion of our initial public offering we

have initiated our research effort to identify a large number of potential targets.

We have not identified any particular geographical

area or country in which we may seek a business combination.

We expect to encounter intense competition from SPACs and other entities

having a business objective similar to ours.

Many of our competitors are well-established and have extensive experience in identifying

and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.

Because there

are more SPACs seeking to enter into initial business combinations, the competition for available targets with attractive fundamentals

or business models may increase, which could cause target companies to demand improved financial terms.

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 units, and the proceeds of potential

sales of our securities in connection with our initial business combination, debt or a combination of cash, stock and debt.

to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business Combination

will be successful.

Results of Operations

We have neither engaged in

any operations nor generated any revenues to date.

Our only activities since inception have been organizational activities and those necessary

to prepare for the initial public offering and subsequent to our initial public offering, identifying a target company for an initial

business combination.

Our only activities since inception have been organizational activities and those necessary to prepare for the Initial

Public Offering.

Following the initial public offering, we will not generate any operating revenues until after completion of our initial

business combination.

The operating costs incurred

in the period from January 18, 2024 (inception) to March 31, 2025 consist primarily of approximately $163,268 of professional fees, insurance,

costs and fees associated with our financial reporting, listing and other public company costs as well as, subsequent to the Initial Public

Offering, costs associated with legal, travel and other costs to identify and evaluate target businesses of approximately $150,000.

We expect to generate non-operating

income in the form of interest income on cash and marketable securities held in the trust account after the initial public offering.

has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our

audited financial statements.

After the initial public offering, we expect to incur increased expenses as a result of being a public company

(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching

for and completing a business combination.

We expect our expenses to increase substantially after the closing of the initial public offering.

For the fiscal year ended March 31, 2025, and for the period from January

18, 2024 (inception) through March 31, 2024, we had a net loss of $156,520 and $6,748, respectively, all of which consisted of formation

and operating costs.

Going Concern Consideration

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

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,” “Item

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

are a blank check company incorporated in the Cayman Islands and formed for the purpose of acquiring, engaging in a share exchange, share

reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with,

or engaging in any other similar business combination with one or more businesses or entities, which we refer to throughout this annual

report as our business combination.

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 units, and the proceeds of potential sales of our securities in connection with

our initial business combination, debt or a combination of cash, stock and debt.

We expect to incur significant costs in the pursuit

of our acquisition plans.

We cannot assure you that our plans to complete a Business Combination will be successful.

to our Amended and Restated Memorandum and Articles of Association, as amended, if we are unable to complete our initial business combination

within the Prescribed Time Frame of twelve (12) months from the consummation of our IPO, subject to our ability to extend such time period

by up to twelve (12) months, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible

but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be

net of amounts withdrawn to pay our income taxes), divided by the number of then outstanding Public Shares, which redemption will completely

extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any),

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our

Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of

creditors and the requirements of other applicable law.

Combination Agreement

July 18, 2025, we entered into the Merger Agreement with Isdera Group Limited, a Cayman Islands company (“Isdera Group”),

a company that shall become the parent company of Xinghui Automotive Technology (Hainan) Co., Ltd, which is in the business of designing

automobiles in the People’s Republic of China (“Xinghui Technology”), and Xinghui Technology’s Principal Shareholders

for a business combination.

The Merger Agreement contemplates that (i) UYSC shall form the Purchaser in the Cayman Islands as an exempted

company and a wholly-owned subsidiary and (ii) the Purchaser shall form a company in the Cayman Islands as an exempted company and a

wholly-owned subsidiary (the “Merger Sub”) for the purposes of consummating the business combination transactions described

in the Merger Agreement.

Pursuant to the Merger Agreement, we will merge with and into the Purchaser, resulting in its shareholders becoming

shareholders of the Purchaser and concurrently therewith, Merger Sub will merge with and into Isdera Group, with Isdera Group surviving

the merger and resulting in the Purchaser acquiring 100% of the issued and outstanding equity securities of Isdera Group (the “Acquisition

Pursuant to the Merger Agreement, the aggregate consideration to be paid to Isdera Group Shareholders for the Acquisition

Merger is such number of newly issued PubCo Ordinary Shares determined by dividing the net value of Isdera Group, which was agreed to

be $1,000,000,000, by $10.00 per share.

Concurrently with the execution of the Merger Agreement, a principal shareholder of Isdera Group

entered into a support agreement with UYSC, pursuant to which such shareholder of Isdera Group agreed not to transfer its shares of Isdera

Group and to vote in favor of the Business Combination, subject to the terms of such shareholder support agreement.

September 12, 2025, we issued the Sponsor 2025 Note in the principal amount of up to $1,000,000 to Sponsor.

The Sponsor 2025 Note bears

no interest and initially provided that we shall repay the principal balance on the earlier of:

(i) March 31, 2026 or (ii) the date on

which we consummate a business combination.

The principal balance may be prepaid at any time.

Once an amount is drawn down under

the Note, it shall not be available for future drawdown requests even if prepaid.

The Sponsor 2025 Note was subject to customary events

of default, the occurrence of certain of which entitles the Sponsor to declare, by written notice, the unpaid principal balance thereon

and all other sums payable with regard to the Sponsor 2025 Note becoming due and payable within five (5) business days.

Further, at any

time on or prior to the maturity date, the Sponsor may elect to convert the outstanding principal balance of the Sponsor 2025 Note into

units of our securities at a conversion price equal to $10.00 per unit.

Each unit consists of one ordinary share and one right to receive

one-fifth of one ordinary share.

The terms of the units are identical to the private placement units sold by us simultaneously with the

closing of its initial public offering.

Effective as of March 31, 2026, the Company and Sponsor agreed to amend and restate the Sponsor

2025 Note (the “Amended Sponsor Note”) to extend the maturity date thereof to be the earlier of:

(i) March 31, 2027 or (ii)

the date on which we consummate a business combination.

Other than the foregoing terms, the Amended Note has the same terms as the Sponsor

Extraordinary General Meeting

March 31, 2026, we held the Extraordinary General Meeting.

At the Extraordinary General Meeting, holders of our Ordinary Shares approved

certain amendments to our Second Amended and Restated Memorandum and Articles of Association (the “Charter Amendment Proposal”)

and an amendment to our Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (the “Trust Amendment

In accordance with the Charter Amendment Proposal, we received the approval of our shareholders to amend our Amended

and Restated Memorandum and Articles of Association to (i) extend the date by which we must complete a business combination up to four

times from April 1, 2026 to April 1, 2027, with each extension comprised of a three-month extension period, provided that the Sponsor

or its designees cause to be deposited to the Trust Account the amount provided for in the Trust Agreement and (ii) provide that we will

not withdraw any amounts out of the interest from the Trust Account to pay dissolution expenses.

accordance with the Trust Amendment Proposal, our shareholders approved the amendment of our Investment Management Trust Agreement to

extend the period of time within which we must complete a business combination from two times, each by an additional three-month period

to October 1, 2026, to a total of four times, each by an additional three-month period to April 1, 2027 (each an “Extension Period”),

provided that the Sponsor and/or its designees deposit $450,000 into the Trust Account for each Extension Period.

The Trust Agreement

was also amended to provide that (x) if the extension fee is not timely deposited into the Trust Account, we shall have a period of thirty

(30) days to pay any applicable past due payment for the extension fee and if we fail to make any applicable past due payment during

the cure period, then we shall promptly liquidate the Trust Account and the property in the Trust Account shall be distributed to the

public shareholders and (y) we will not withdraw any amounts out of the interest from the Trust Account to pay dissolution expenses.

connection with the Charter Amendment Proposal and Trust Amendment Proposal, we agreed that (i) if it extends the time period within

which to consummate a business combination and contributes the revised extension fee to the Trust Account in connection with such election,

it intends to file a Current Report on Form 8-K to disclose such event and (ii) if the shareholders approve the Charter Amendment Proposal

and the Trust Amendment Proposal, we would not seek another shareholder vote to approve a further change to the terms and conditions

concerning extending the time period within which to consummate a business combination

In connection with the shareholder

votes at the Extraordinary General Meeting, holders of 2,437,288 Ordinary Shares properly exercised their right to redeem their shares

for cash at a redemption price of approximately $10.38 per share.

As a result, approximately $25,302,078 was removed from the Trust Account

to pay such holders and approximately $34,390,068 remained in the Trust Account.

Following these redemptions, we had 5,221,060 Ordinary

Shares, including 3,312,712 Public Shares, outstanding.

as of March 31, 2026, Sun Peisha, an individual and the designee of the Sponsor, loaned us the aggregate amount of $450,000, which sum

was deposited into the Trust Account in order to extend the time that we have to consummate a Business Combination for the first three-month

extension period.

On April 25, 2026, we issued the Extension Note to the lender to evidence the loan.

The Extension Note bears no interest

and provides that we shall repay the outstanding principal on the date on which we consummate a business combination.

maturity date, the entire outstanding principal balance of the Extension Note shall be converted into units of our securities at a conversion

price of $10.00 per unit, with each unit consisting of one Ordinary Share and one right to receive one-fifth of one Ordinary Share.

Further, on June 30, 2026, we caused an additional amount of $450,000

to be deposited into the Trust Account in order to further extend the time that we have to consummate our initial business combination

to October 1, 2026.

The second extension payment was loaned to us by Isdera HK Limited, an affiliate of Isdera Group.

of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities since inception have been organizational

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

a target company for an initial business combination.

Following the initial public offering, we will not generate any operating revenue

until after completion of our initial business combination.

We generated non-operating income in the form of interest income on investments

held in trust and cash.

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting,

accounting, and auditing compliance), as well as for due diligence expenses related to our initial business combination.

For the fiscal year ended

March 31, 2026, we had a net income of $783,344, which consists of interest earned on cash held in the Trust Account of $2,197,604, offset

by operating costs of $1,414,260.

the fiscal year ended March 31, 2025, and for the period from January 18, 2024 (inception) through March 31, 2024, we had a net loss

of $156,520 and $6,748, respectively, all of which consisted of formation and operating costs.

and Capital Resources

As of March 31, 2026, we

had $17,221 of cash and cash equivalents, a working capital deficit of $138,268 and shareholders’ deficit of $163,268.

For the fiscal

year ended March 31, 2025, we had a net loss of $156,520 and negative cash flow of $203,779 in operating activities.

As discussed above,

upon completion of our IPO, cash in the amount of $809,914 was held outside of the Trust Account.

We have incurred and expect to continue

to incur significant costs in pursuit of the consummation of an initial Business Combination.

In addition, we initially have until April

1, 2026, to consummate the initial Business Combination (assuming no extensions of the initial time period provided for in our Amended

and Restated Memorandum and Articles of Association).

If we do not complete a Business Combination within the prescribed period of time,

it will result in our automatic winding up, dissolution and liquidation pursuant to the terms of our Amended and Restated Memorandum and

Articles of Association.

Notwithstanding our management’s belief that we would have sufficient funds to execute our business strategy,

there is a possibility that an initial business combination might not happen within the 12-month period from the issuance date of these

financial statements.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard

Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue

as a Going Concern,” our management has determined that the mandatory liquidation, should a business combination not occur, and potential

subsequent dissolution, raises substantial doubt about our ability to continue as a going concern.

Therefore, our management has determined

that such additional condition raise substantial doubt about our ability to continue as a going concern until the earlier of the consummation

of the Business Combination or the date we are required to liquidate.

The financial statements do not include any adjustments that might

result from our inability to consummate the initial Business Combination to continue as a going concern.

Liquidity and Capital Resources

Our liquidity needs prior

to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under

an unsecured promissory note from the Sponsor of $500,000.

In connection with the closing of our IPO, the approximately $337,584 drawn

down under the unsecured promissory note was repaid in full.

On April 1, 2025, we consummated the initial closing of our IPO of

5,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $50,000,000.

In connection with the IPO, the

underwriters were granted a 45-day option (the “Over-Allotment Option”) to purchase up to 750,000 additional units to cover

over-allotments (the “Option Units”), if any.

In two separate closings of the Over-Allotment Option on April 7, 2025 and April

9, 2025, we sold an additional 750,000 Option Units at a price of $10.00 per Option Unit and raised additional gross proceeds of $7,500,000.

Simultaneously with the closing of our IPO, including the full exercise

of the Over-Allotment Option, we consummated the sale of 240,848 Private Placement Units at a price of $10.00 per Private Placement Unit

in a private placement to the Sponsor, generating total gross proceeds of $2,408,840, including the cancellation of $337,500 of indebtedness.

Each Private Placement Unit consists of one ordinary share and one right to receive one-fifth (1/5 th ) of one ordinary share.

The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is

exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2)

of the Securities Act.

Upon the closing of the IPO and the private placement, a total of $57,500,000

was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company as a trustee

and will be invested only in U.S.

government treasury bills with a maturity of 185 days or less or in money market funds meeting certain

conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and

that invest only in direct U.S.

government treasury obligations.

Except for the withdrawal of interest earned on the amounts in the trust

account to fund the Company’s taxes, if any, or upon the redemption by public shareholders of Ordinary Shares in connection with

certain amendments to the Company’s amended and restated memorandum and articles of association, none of the funds held in the trust

account will be released until the completion of the Company’s initial business combination or the redemption by the Company of

100% of the outstanding Ordinary Shares issued by the Company in the Initial Public Offering if the Company does not consummate an initial

business combination within 12 months (or up to 18 months, if extended) after the closing of the Initial Public Offering.

We intend to use substantially all of the net proceeds of the IPO and

the private placement, including the funds held in the Trust Account, in connection with our initial business combination and to pay our

expenses relating thereto.

To the extent that our capital stock is used in whole or in part as consideration to effect our initial business

combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital

to finance the operations of the target business.

Such working capital funds could be used in a variety of ways including continuing or

expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or

new products.

Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the

completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such

The Company will use 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.

We also have ongoing professional

and other costs to maintain our reporting, listing, compliance and administrative requirements of being a publicly traded company.

addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist

us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep

target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such

target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so.

If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used

as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination

and the amount of our available funds at the time.

Our forfeiture of such funds (whether as a result of our breach or otherwise) could

result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

The Company currently believes that it does not need additional capital

to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account

for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence

on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring,

negotiating and consummating the Initial Business Combination.

However, if our estimates of the costs of identifying a target business,

undertaking in-depth due diligence and negotiating an initial 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 initial business combination or because we become obligated to redeem a significant number

of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt

in connection with such business combination.

Our sponsor, an affiliate of our sponsor or our officers and directors may, but none of

them is obligated to, loan us funds as may be required to fund our working capital requirements.

If we complete our initial business combination,

we would repay such loaned amounts out of the proceeds of the trust account released to us.

In the event that our initial 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.

Up to $1,500,000 of such loans may be convertible into private placement units

at a price of $10.00 per unit.

Such units would be identical to the private placement units issued to our sponsor.

Except for the foregoing,

the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect

to seek loans from parties other than our sponsor, an affiliate of our sponsor or our officers and directors, if any, as we do not believe

third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust

In addition, if we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant

dilution, and these securities could have rights that rank senior to our public shares.

If we raise additional funds through the incurrence

of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict

our operations.

The Company has incurred and expects to continue to incur significant

professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of

a Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with Financial

Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an

Entity’s Ability to Continue as a Going Concern,” management has determined that as of March 31, 2025, that the Company has

sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial

The Company cannot assure that its plans to consummate an initial business combination will be successful.

In addition, if

the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed

to commence voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance that the Company’s plans

to consummate a Business Combination will be successful within the time period we have to complete our initial business combination.

a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability

to continue as a going concern.

The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

As indicated in the accompanying

financial statements, as of March 31, 2025 we had $17,221 in cash and cash equivalents, a working capital deficit of $138,268 and

shareholders’ deficit of $163,268.

For the fiscal year ended March 31, 2025, we had a net loss of $156,520 and negative cash flow

of $203,779 in operating activities..

Further, we expect to continue to incur significant costs in the pursuit of our financing and acquisition

had $8,846 in cash and cash equivalents held outside of the Trust Account, a working capital deficit of $1,052,099 and a shareholders’

deficit of $1,036,501.

For the year ended March 31, 2026, we had a net income of $783,344, which consists of interest earned on cash held

in the Trust Account of $2,197,604, offset by operating costs of $1,414,260.

For the fiscal year ended March 31, 2026, we had a negative

cash flow from operating activities of $843,315.

As of March 31, 2025, we had $17,221 in cash and cash equivalents, a working capital

deficit of $138,268 and shareholders’ deficit of $163,268.

For the fiscal year ended March 31, 2025, we had a net loss of $156,520

and negative cash flow of $203,779 in operating activities.

We have incurred and expect to continue to incur significant professional

costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.

We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

factors, among others, raise substantial doubt about our ability to continue as a going concern.

As of March 31, 2025, we received $337,584

in advances from our sponsor, which amount was included as amounts owed under the promissory note with our sponsor.

Upon the closing of

our IPO, we had no balance due to the sponsor.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets

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

We do not participate in transactions that

create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would

have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing

arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial

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 the Sponsor a monthly

fee of $10,000 for certain general and administrative services, including office space, utilities and administrative services, provided

to the Company.

We began incurring these fees on April 1, 2025 and will continue to incur these fees monthly until the earlier of the

completion of a Business Combination or the Company’s liquidation.

Underwriting Agreement

The underwriters were entitled to a cash underwriting

discount of 1.75% of the gross proceeds of the Proposed Public Offering, or $1,006,250.

Additionally, underwriting discounts and commissions

equal to 4% of the gross proceeds of the Proposed Public Offering were paid in the form of the Company’s ordinary shares at a price

of $10.00 per ordinary share, or 230,000 shares, upon the consummation of the IPO.

Critical Accounting Policies

Basis of Presentation

The accompanying financial statements

are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

pursuant to the rules and regulations of the U.S.

These factors,

among others, raise substantial doubt about our ability to continue as a going concern.

liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder

Shares and the loan under an unsecured promissory note from the Sponsor of $500,000.

In connection with the closing of our IPO, the approximately

$337,584 drawn down under the unsecured promissory note was repaid in full.

April 1, 2025, we consummated the initial closing of our IPO of 5,000,000 units (the “Units”), at $10.00 per Unit, generating

gross proceeds of $50,000,000.

In connection with the IPO, the underwriters were granted a 45-day option (the “Over-Allotment Option”)

to purchase up to 750,000 additional units to cover over-allotments (the “Option Units”), if any.

In two separate closings

of the Over-Allotment Option on April 7, 2025 and April 9, 2025, we sold an additional 750,000 Option Units at a price of $10.00 per

Option Unit and raised additional gross proceeds of $7,500,000.

Simultaneously

with the closing of our IPO, including the full exercise of the Over-Allotment Option, we consummated the sale of 240,848 Private Placement

Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $2,408,840,

including the cancellation of $337,500 of indebtedness.

Each Private Placement Unit consists of one ordinary share and one right to receive

one-fifth (1/5 th ) of one ordinary share.

The Private Placement was conducted as a non-public transaction and, as a transaction

by an issuer not involving a public offering, is exempt from registration under the Securities Act of 1933, as amended (the “Securities

Act”), in reliance upon Section 4(a)(2) of the Securities Act.

the closing of the IPO and the private placement, a total of $57,500,000 was placed in a trust account (the “Trust Account”)

maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S.

government treasury bills

with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company

Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S.

government treasury obligations.

Except for the withdrawal of interest earned on the amounts in the trust account to fund the Company’s taxes, if any, or upon the

redemption by public shareholders of Ordinary Shares in connection with certain amendments to the Company’s amended and restated

memorandum and articles of association, none of the funds held in the trust account will be released until the completion of the Company’s

initial business combination or the redemption by the Company of 100% of the outstanding Ordinary Shares issued by the Company in the

Initial Public Offering if the Company does not consummate an initial business combination within the Prescribed Time Frame.

intend to use substantially all of the net proceeds of the IPO and the private placement, including the funds held in the Trust Account,

in connection with our initial business combination and to pay our expenses relating thereto.

To the extent that our capital stock is

used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account

as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business.

working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for

strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to repay

any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the

funds available to us outside of the Trust Account were insufficient to cover such expenses.

will use 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.

We also have ongoing professional and other costs to maintain our reporting, listing, compliance

and administrative requirements of being a publicly traded company.

In addition, we could use a portion of the funds not being placed

in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment

or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions

with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination,

although we do not have any current intention to do so.

If we entered into an agreement where we paid for the right to receive exclusivity

from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined

based on the terms of the specific business combination and the amount of our available funds at the time.

Our forfeiture of such funds

(whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting

due diligence with respect to, prospective target businesses.

Company currently believes that it does not need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation

of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective

business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting

the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination.

if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial 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 initial business combination

or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination,

in which case we may issue additional securities or incur debt in connection with such business combination.

Our sponsor, an affiliate

of our sponsor or our officers and directors may, but none of them is obligated to, loan us funds as may be required to fund our working

capital requirements.

If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the

trust account released to us.

In the event that our initial 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.

Up to $1,500,000 of such loans may be convertible into private placement units at a price of $10.00 per unit.

Such units would be identical

to the private placement units issued to our sponsor.

Except for the foregoing, the terms of such loans, if any, have not been determined

and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our sponsor, an affiliate

of our sponsor or our officers and directors, if any, as we do not believe third parties will be willing to loan such funds and provide

a waiver against any and all rights to seek access to funds in our trust account.

In addition, if we raise additional funds through equity

or convertible debt issuances, our public shareholders may suffer significant dilution, and these securities could have rights that rank

senior to our public shares.

If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights

that are senior to our equity securities and could contain covenants that restrict our operations.

Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur

significant transaction costs in pursuit of the consummation of a Business Combination.

In connection with the Company’s assessment

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

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

that as of March 31, 2026, that the Company has sufficient funds for the working capital needs of the Company until a minimum of one

year from the date of issuance of these financial statements.

The Company cannot assure that its plans to consummate an initial business

combination will be successful.

In addition, if the Company is unable to complete a Business Combination within the Combination Period,

the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the time period we

have to complete our initial business combination.

As a result, management has determined that such an additional condition also raises

substantial doubt about the Company’s ability to continue as a going concern.

The financial statement does not include any adjustments

that might result from the outcome of this uncertainty.

Concern Consideration

As of March 31, 2026, we

had $8,846 of cash and cash equivalents, a working capital deficit of $1,052,099 and shareholders’ deficit of $1,036,501.

fiscal year ended March 31, 2026, we had an accumulated deficit of $2,027,528 and a negative cash flow from operating activities of $843,315.

to the consummation of the IPO, our liquidity requirements have been satisfied through the net proceeds from the IPO and the Private

We have incurred, and expect to continue to incur, significant professional fees and costs to maintain our status as a publicly

traded company, as well as significant transaction costs in connection with pursuing the consummation of a Business Combination.

In order to fund working capital deficiencies or finance transaction

costs in connection with a Business Combination, on September 12, 2025, we issued the Sponsor 2025 Note in the principal amount of up

to $1,000,000 to our Sponsor.

The Note bears no interest and after giving effect to the amendment to the Sponsor 2025 Note as provided

for in the Amended 2025 Note, it is repayable by us to the Sponsor in full on the earlier of (i) March 31, 2027 or (ii) the date on which

we consummate a business combination.

The principal balance may be prepaid at any time.

At any time on or prior to the maturity date,

the Sponsor may elect to convert the outstanding principal balance of the Note into units of our securities at a conversion price of $10.00

Each unit consists of one ordinary share and one right to receive one-fifth of one ordinary share.

As of March 31, 2026, the

principal amount due and owing under the Sponsor 2025 Note was $313,401.

Amended and Restated Memorandum and Articles of Association originally provided that we will have until 12 months from the closing of

our IPO, or up to 18 months from the closing of the IPO, to consummate an initial business combination.

Following the approval of the

Charter Amendment Proposal and Trust Amendment Proposal at our Extraordinary General Meeting held on March 31, 2026, if we do not consummate

an initial business combination by April 1, 2027, we will be required to redeem the public shares and thereafter liquidate and dissolve.

Accordingly, there is a possibility that an initial business combination may not be completed within the prescribed period of time.

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 has determined that

if we are unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the IPO,

the requirement that we cease all operations, redeem the public shares, and thereafter liquidate and dissolve raises substantial doubt

about our ability to continue as a going concern within one year after the date the unaudited financial statements are issued.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered

into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other

entities, or purchased any non-financial assets.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement

to pay the Sponsor a monthly fee of $10,000 for certain general and administrative services, including office space, utilities and administrative

services, provided to the Company.

We began incurring these fees on April 1, 2025 and will continue to incur these fees monthly until

the earlier of the completion of a Business Combination or the Company’s liquidation.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement

(1) the Sponsor a monthly fee of $10,000 for certain general and administrative services, including office space, utilities and

administrative services, provided to us;

(2) our legal counsel a monthly fee of $5,000 for professional services as legal consulting.

We began incurring these fees on April 1, 2025, and will continue to incur these fees monthly until the earlier of the completion of

a Business Combination or our liquidation.

underwriters of our IPO, Maxim Group, LLC (“Maxim”), were entitled to a cash underwriting discount of 1.75% of the gross

proceeds of the IPO, or $875,000 (or $1,006,250 including the full exercise of the Over-Allotment Option).

Additionally, we issued the

underwriter 4% of the gross proceeds of the IPO as underwriting discounts and commissions in the form of Representative Shares at a price

of $10.00 per ordinary share, which equaled 200,000 shares (or 230,000 shares if the underwriter’s overallotment option is exercised

in full) upon the consummation of the IPO.

connection with the closing of the IPO, we issued 200,000 Representative Shares to the underwriter.

In connection with the issuance and

sales of the Option Units, we issued an additional 30,000 Representative Shares to Maxim, the representative of the underwriters.

Accounting Policies

of Presentation

accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America

GAAP”) and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

The accompanying audited financial

statements as of March 31, 2025 has been prepared in accordance with U.S.

GAAP and the rules of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS

Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public

accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive

compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act

exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth

company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject

to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary

shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally

redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or

subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary

At all other times, ordinary shares are classified as shareholders’ equity.

The Company’s ordinary shares feature

certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain

future events.

If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in

the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become

redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately

The accompanying audited financial statements as of March 31, 2026 has been prepared in accordance with U.S.

GAAP and the rules of the

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart

Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not

being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from

the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective

or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company that

is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

Shares Subject to Possible Redemption

of the 5,750,000 ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of

such Public Shares in connection with UYSC’s liquidation, if there is a shareholder vote or tender offer in connection with the

Business Combination and in connection with certain amendments to UYSC’s amended and restated certificate of incorporation.

accounted for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing

Liabilities from Equity” (ASC 480).

Ordinary shares subject to mandatory redemption (if any) were classified as a liability instrument

and will be measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features Redemption Rights

that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within UYSC’s

control) were classified as temporary equity.

At all other times, ordinary shares were classified as stockholders’ equity.

In accordance

with ASC 480-10-S99, UYSC classified the ordinary shares subject to redemption outside of permanent equity as the redemption provisions

are not solely within its control.

that the 5,750,000 ordinary shares sold as part of the units in the IPO were issued with other freestanding instruments (i.e., rights),

the initial carrying value of ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance

with ASC 470-20.

If it is probable that the equity instrument will become redeemable, UYSC has the option to either (i) accrete changes

in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will

become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately

as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

Company has elected to accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date

of the instrument.

Use of Estimates

In preparing these financial statements in conformity

GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Deferred Offering Costs

The Company complies with the requirements of

ASC 340-10-S99-1.

Deferred offering costs consist of legal, accounting, and other costs (including underwriting discounts and commissions)

incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholders’

equity upon the completion of the Proposed Public Offering.

Should the Proposed Public Offering prove to be unsuccessful, these deferred

costs, as well as additional expenses to be incurred, will be charged to operations.

As of March 31, 2025, the Company had deferred offering

costs of $222,095.

The Company follows the asset and liability method

of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated

future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities

and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and

liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are

established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

There is currently no taxation imposed

on income by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations, income taxes are not levied on the

Consequently, income taxes are not reflected in the Company’s financial statements.

Net Loss Per Ordinary Share

Net loss per ordinary share is computed by dividing

net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding shares of ordinary shares

subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of up to 187,500 ordinary shares subject

to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

As March 31, 2025, the Company

did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares

and then share in the earnings of the Company.

As a result, diluted loss per ordinary share is the same as basic loss per ordinary share

for the period presented.

Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts

represented in the balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any other recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial

has elected to recognize the changes in redemption value as a deemed dividend and charges against retained earnings or, in the absence

of retained earnings, by charges against additional paid-in capital, over an expected 12-month period, which is the initial period that

UYSC has to complete a Business Combination.

preparing these financial statements in conformity with U.S.

GAAP, the Company’s management makes estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

Offering Costs

Company complies with the requirements of ASC 340-10-S99-1.

Deferred offering costs consist of legal, accounting, and other costs (including

underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the Proposed Public Offering

and that will be charged to shareholders’ equity upon the completion of the Proposed Public Offering.

Should the Proposed Public

Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

As of March 31, 2025, the Company had deferred offering costs of $222,095.

Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax

assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements

carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured

using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included

the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be

There is currently no taxation imposed on income by the Government of the Cayman Islands.

In accordance with Cayman income

tax regulations, income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial

Value of Financial Instruments

Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded

disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability

in an orderly transaction between the buyer and the seller at the measurement date.

In determining fair value, the valuation techniques

consistent with the market approach, income approach and cost approach shall be used to measure fair value.

ASC Topic 820 establishes

a fair value hierarchy for inputs, which represents the assumptions used by the buyer and seller in pricing the asset or liability.

inputs are further defined as observable and unobservable inputs.

Observable inputs are those that buyer and seller would use in pricing

the asset or liability based on market data obtained from sources independent of UYSC.

Unobservable inputs reflect UYSC’s assumptions

about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available

in the circumstances.

fair value hierarchy is categorized into three levels based on the inputs as follows:

1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that UYSC has the ability

Valuation adjustments and block discounts are not being applied.

Since valuations are based on quoted prices that are

readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that

are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs

that are derived principally from or corroborated by market through correlation or other means.

3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

fair value of UYSC’s assets and liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying

amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The carrying amounts reported in the

balance sheet for cash and cash equivalents, marketable securities held in trust account, accounts payable and accrued expenses and due

to related parties each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period

between the origination of such instruments and their expected realization and their current market rate of interest.

Accounting Standards

does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

material effect on the Company’s financial statement.

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