What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-12 compared with 2025-07-18 · 65 added, 97 removed, 206 unchanged (44% of the section changed)

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the IPO with Wilmington Trust, National Association acting as trustee.

On July 13, 2025, the remaining unexercised over-allotment

option to purchase up to 155,000 Units at $10.00 per Unit were expired and 38,750 ordinary shares were forfeited along with the expiry

of the over-allotment option.

Currently, we have no revenue, have had losses since inception from incurring formation

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expenses in connection with completing a business combination.

For the six months ended June 30, 2025, we recorded a net income of $38,152, which consisted of loss from change in fair value of over-allotment liability of $7,300, income earned on marketable securities held in trust account of $203,822, interest income earned on purchase of time-deposits of $1,400 and operating expenses of $159,770.

For the three months ended June 30, 2025, we recorded a net income of $113,309, which consisted of loss from change in fair value of over-allotment liability of $7,300, income earned on marketable securities held in trust account of $203,822, interest income earned on purchase of time-deposits of $1,400 and operating expenses of $84,613.

For the period from April 29, 2024 (inception) through June 30, 2024, we had not yet commenced operation.

Liquidity and Capital Resources

For the six months ended June 30, 2025, cash used in operating activities was $148,844, cash used in investing activities was $56,089,875 and cash provided by financing

activities was $57,199,176.

As of June 30, 2025, we had cash of $1,450,158 available for working capital needs and marketable securities held in Trust Account

of $56,293,697.

All marketable securities are held in the Trust Account and is generally unavailable for our use, prior to an initial business combination,

and is restricted for use either in a business combination or to redeem the ordinary

As of June 30, 2025, none of the amount on marketable securities in the Trust Account was available to be withdrawn as described above.

the nine months ended September 30, 2025, we recorded a net income of $604,594, which consisted of gain from change in fair value

of over-allotment liability of $39,900, income earned on marketable securities held in trust account of $785,952, interest income earned

on purchase of time-deposits of $9,705 and operating expenses of $230,963.

the three months ended September 30, 2025, we recorded a net income of $566,442, which consisted of gain from change in fair value

of over-allotment liability of $47,200, income earned on marketable securities held in trust account of $582,130, interest income earned

on purchase of time-deposits of $8,305 and operating expenses of $71,193.

the period from April 29, 2024 (inception) through September 30, 2024, we incurred a net loss of $3,595, which related to formation

and operating expenses of $3,595.

the three months ended September 30, 2024, we incurred a net loss of $3,595, which related to formation and operating expenses of $3,595.

and Capital Resources

the nine months ended September 30, 2025, cash used in operating activities was $159,371, cash used in investing activities was

$56,089,875 and cash provided by financing activities was $57,199,176.

As of September 30, 2025, we had cash of $1,439,631 available

for working capital needs and marketable securities held in Trust Account of $56,875,827.

All marketable securities are held in the Trust

Account and is generally unavailable for our use, prior to an initial business combination, and is restricted for use either in a business

combination or to redeem the ordinary shares.

As of September 30, 2025, none of the amount on marketable securities in the Trust

Account was available to be withdrawn as described above.

We intend to use substantially all of the net proceeds of the IPO, including the marketable

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we may need to obtain additional financing in order to meet our obligations.

As of June 30, 2025, we had cash of $1,450,158 in operating bank accounts, working capital of $1,393,432 and a net income of $38,152 for the six months ended June 30, 2025.

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.

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,” management has determined that these conditions

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

Our management’s plan in addressing this uncertainty is funds loaned from our Sponsor, officers,

directors or their affiliates.

In addition, if we are unable to complete a business

combination by August 30, 2026 (or up to May 30, 2027 if extended) (“Combination Period”), our board of directors would proceed to commence a voluntary liquidation and thereby

a formal dissolution of us.

There is no assurance that our plans to consummate a business

combination will be successful within the Combination Period.

As a result, management

has determined that such additional conditions also raise substantial doubt about

our ability to continue as a going concern.

Our financial statement does not include

any adjustments that might result from the outcome of this uncertainty.

As of September 30, 2025, we had cash of

$1,439,631 in operating bank accounts, working capital of $1,377,744 and a net income of $604,594 for the nine months ended September 30,

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.

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,” management has determined

that these conditions raise substantial doubt about our ability to continue as a going concern.

Our management’s plan in addressing

this uncertainty is funds loaned from our Sponsor, officers, directors or their affiliates.

In addition, if we are unable to complete

a business combination by August 30, 2026 (or up to May 30, 2027 if extended) (“Combination Period”), our board

of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of us.

There is no assurance that our

plans to consummate a business combination will be successful within the Combination Period.

As a result, management has determined that

such additional conditions also raise substantial doubt about our ability to continue as a going concern.

Our financial statement does

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

Off-Balance Sheet Arrangements

As of June 30, 2025, we have no obligations, assets or liabilities that would be considered off-balance

As of September 30, 2025, we have no obligations, assets or liabilities that would be considered off-balance

sheet arrangements.

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Contractual Obligations

As of June 30, 2025, we do not have any long-term debt, capital lease obligations, operating lease

As of September 30, 2025, we do not have any long-term debt, capital lease obligations, operating lease

obligations or long-term liabilities.

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in

the United States of America (“GAAP”) requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, contingent assets and

liabilities, each as of the date of the financial statements, and revenue and expenses

during the periods presented.

The preparation of financial statements in conformity

with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of

the financial statements, and revenue and expenses during the periods presented.

On an ongoing basis, management evaluates their estimates

and assumptions, and the effects of any such revisions are reflected in the financial statements in the period in which they are determined to be necessary.

bases their estimates on historical experience and on various other factors that they

believe are reasonable under the circumstances, the results of which form the basis

for making judgments about the carrying value of assets and liabilities that are not

readily apparent from other sources.

Actual outcomes could differ materially from

those estimates in a manner that could have a material effect on our consolidated

financial statements.

Some of these estimates and assumptions are inherently subjective and involve significant

judgment, making them critical to our reported financial position and results of operations.

A critical accounting estimate is one that:

● Involves complex or subjective judgments or estimates about

matters that are inherently uncertain;

● Could materially affect our financial results if actual results

differ from those estimates.

Management regularly evaluates these estimates based on historical experience, current

conditions, and other factors.

However, actual results could differ materially from

those estimates.

The critical accounting estimate determined by the Company is as follows:

Fair Value of Financial Instruments

ASC 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

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 represent 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 the Company.

Unobservable inputs

reflect the Company’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.

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

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical

assets or liabilities that the Company has the ability to access.

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.

Level 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.

Level 3 - Valuations based on inputs that are unobservable and significant to the

overall fair value measurement.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820

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

The carrying amounts reported

in the condensed balance sheet for cash and cash equivalents, prepaid expenses, 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

and assumptions, and the effects of any such revisions are reflected in the financial statements in the period in which they are determined

to be necessary.

Management bases their estimates on historical experience and on various other factors that they believe are reasonable

under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that

are not readily apparent from other sources.

Actual outcomes could differ materially from those estimates in a manner that could have

a material effect on our consolidated financial statements.

We have not identified any critical accounting estimates.

While our significant accounting policies are more

fully described in Note 2 — Summary of Significant Accounting Policies”

in the notes to our condensed financial statements, we believe that there were the following critical accounting policies that affected

the preparation of condensed financial statements.

Ordinary Shares Subject to Possible Redemption

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complete a Business Combination.

The Company reassessed the estimation of redemption

shares value as of each subsequent quarterly period end.

For the three months ended September 30, 2025, the Company reassessed the

estimation of redemption value to more accurately reflect the terms of the related share agreements and articles of association, which

has affected the earnings per share and accretion to redemption value of the shares subject to possible redemption for the three months

ended September 30, 2025 as compared with the three months ended June 30, 2025.

Recent Accounting Pronouncements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis