What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2025-11-12 · 224 added, 259 removed, 12 unchanged (98% of the section changed)

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

References to the “Company,” “Wintergreen,” “our,” “us” or “we” refer to Wintergreen Acquisition Corp.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with

the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly

Discussion and Analysis of Financial Condition and Results of Operations

to the “Company,” “Wintergreen,” “our,” “us” or “we” refer to Wintergreen

Acquisition Corp.

The following discussion and analysis of the Company’s financial condition and results of operations should be

read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly

Report on Form 10-Q (this “Quarterly Report”).

Certain information contained in the

discussion and analysis set forth below includes forward- looking statements that

involve risks and uncertainties.

Certain information contained in the discussion and analysis set forth below

includes forward- looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the

meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act.

We have based these forward-looking statements on our current

expectations and projections about future events.

These forward-looking statements

are subject to known and unknown risks, uncertainties and assumptions about us that

may cause our actual results, levels of activity, performance or achievements to be

materially different from any future results, levels of activity, performance or achievements

This Quarterly Report on Form 10-Q includes forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act.

We have based these forward-looking statements on our current expectations and projections about future events.

These forward-looking

statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of

activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements

expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”

“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the

negative of such terms or other similar expressions.

Factors that might cause or contribute

to such a discrepancy include, but are not limited to, those described in our other

Securities and Exchange Commission (“SEC”) filings.

We are a blank check company incorporated on April 29, 2024, as a Cayman Islands exempted company and formed for the purpose of effecting

a merger, share exchange, asset acquisition, share 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 Units, the proceeds of the sale of our shares in connection with our initial business

combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering

or otherwise), shares issued to the owners of the target, debt issued to banks or

other lenders or the owners of the target, or a combination of the foregoing.

On May 30, 2025, we consummated our IPO of 5,000,000 Units, at $10.00 per Unit, generating gross

proceeds of $50,000,000, and incurring offering costs of $1,308,056.

We granted the underwriter a 45-day option to purchase up to an additional 750,000

Units at the IPO price to cover over-allotments, if any.

On May 29, 2025, the over-allotment option was exercised in part, and 595,000 Units, at $10.00 per Unit were sold, generating gross proceeds of $5,950,000.

Meanwhile, 55,950 ordinary shares were issued to the underwriter at the closing of the IPO as representative

shares, and $559,500 will paid in cash and 55,950 representative shares will be issued as the deferred underwriting commission at

the consummation of a Business Combination.

Simultaneously with the consummation of the closing of the IPO, we consummated a private

placement of an aggregate of 253,875 units to the Sponsor at a price of $10.00 per Unit, generating gross proceeds of

Following the closing of the IPO on May 30, 2025, an amount of $56,089,875 from the net proceeds of the sale of the Units in the IPO and a portion of the proceeds

from the sale of the Placement Units was placed in a trust account (“Trust Account”)

and established for the benefit of our public shareholders and the underwriters of

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

In some cases, you can identify forward-looking statements by terminology such

as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,”

“believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions.

that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S.

Securities and

Exchange Commission (“SEC”) filings.

We are a blank check company incorporated on April 29,

2024, as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share

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 Units, the proceeds of the sale of our

shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter

into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to banks or other

lenders or the owners of the target, or a combination of the foregoing.

On May 30, 2025, we consummated our IPO of 5,000,000

Units, at $10.00 per Unit, generating gross proceeds of $50,000,000, and incurring offering costs of $1,308,056.

We granted the underwriter

a 45-day option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments, if any.

On May 29, 2025,

the over-allotment option was exercised in part, and 595,000 Units, at $10.00 per Unit were sold, generating gross proceeds of $5,950,000.

Meanwhile, 55,950 ordinary shares were issued to the underwriter at the closing of the IPO as representative shares, and $559,500 will

paid in cash and 55,950 representative shares will be issued as the deferred underwriting commission at the consummation of a Business

Simultaneously with the consummation of the closing

of the IPO, we consummated a private placement of an aggregate of 253,875 units to the Sponsor at a price of $10.00 per Unit, generating

gross proceeds of $2,538,750.

Following the closing of the IPO on May 30, 2025,

an amount of $56,089,875 from the net proceeds of the sale of the Units in the IPO and a portion of the proceeds from the sale of the

Placement Units was placed in a trust account (“Trust Account”) and established for the benefit of our public shareholders

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

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

1 unchanged sentence

of the over-allotment option.

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

and operating costs and have had no operations.

We have relied upon the working capital

available to us following the consummation of the IPO and the Private Placement to

fund our operations, as well as the funds loaned by the Sponsor, our officers, directors

or their affiliates.

We expect to continue to incur significant costs in the pursuit

of our acquisition plans.

Currently, we have no revenue, have had losses since

inception from incurring formation and operating costs and have had no operations.

We have relied upon the working capital available to

us following the consummation of the IPO and the Private Placement to fund our operations, as well as the funds loaned by the Sponsor,

our officers, directors or their affiliates.

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

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

Results of Operations and Known Trends or Future Events

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

only activities since inception have been organizational activities and those necessary

to prepare for our IPO.

Following our IPO, we will not generate any operating revenues

until after completion of our initial business combination.

We will generate non-operating

income in the form of interest income on cash and cash equivalents after our IPO.

There has been no significant change in our financial position and no material adverse change has occurred since the date of our audited financial statements.

that we will 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

November 17, 2025, we entered into a Merger Agreement (the “Merger Agreement”) with Wintergreen Acquisition Merger Subsidiary

Corp., our wholly-owned Cayman Islands subsidiary (“Merger Sub”), and KIKA Technology Inc., a Cayman Islands exempted company

Pursuant to the Merger Agreement, Merger Sub will merge with and into KIKA, with KIKA surviving the merger as our

wholly-owned subsidiary (the “Proposed Business Combination”).

Upon consummation of the transaction, we will change our corporate

name to “KIKA Inc.”.

transaction values KIKA at $80,000,000.

At the closing, all outstanding ordinary shares of KIKA will be canceled and converted into the

right to receive approximately 7,980,050 of our ordinary shares.

These shares are valued at $10.025 per share, representing the initial

per-share redemption price to be paid to our public shareholders exercising their redemption rights.

consummation of the Proposed Business Combination remains subject to customary closing conditions, including the SEC declaring our Proxy/Registration

Statement effective, the receipt of necessary approvals from both our shareholders and KIKA’s shareholders, and our retention of

at least $5,000,001 of net tangible assets immediately after the closing.

of Operations and Known Trends or Future Events

have not generated any operating revenues to date.

From inception through the closing of our IPO on May 30, 2025, our activities were

primarily organizational and focused on preparing for the IPO.

Following the IPO, our principal activities shifted to identifying a target

for a business combination, conducting due diligence, and negotiating the Merger Agreement with KIKA.

We will not generate any operating

revenues until after the completion of our initial business combination, at the earliest.

We will generate non-operating income in the

form of interest income on cash and cash equivalents after our IPO.

There has been no significant change in our financial position and

no material adverse change has occurred since the date of our audited financial statements.

We expect that we will 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 completing a business combination.

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.

the three months ended March 31, 2026, we recorded a net income of $371,705, which consisted of income earned on marketable securities

held in trust account of $503,470, interest income earned on purchase of time-deposits of $5,890, offset by operating expenses of $137,655.

the three months ended March 31, 2025, we incurred a net loss of $75,157, which related to formation and operating expenses of $75,157.

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

securities held in the Trust Account, to acquire a target business or businesses and

to pay our expenses relating thereto, including deferred underwriting commissions

of $559,500 payable to D.

the three months ended March 31, 2026, cash used in operating activities was $145,562 and there were no cash used in or provided from

investing activities nor financing activities.

As of March 31, 2026, we had cash of $1,179,430 available for working capital needs and

marketable securities held in Trust Account of $57,929,106.

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 March 31, 2026, none of the amount on marketable securities in the Trust Account was available to be withdrawn as described

intend to use substantially all of the net proceeds of the IPO, including the marketable securities held in the Trust Account, to acquire

a target business or businesses and to pay our expenses relating thereto, including deferred underwriting commissions of $559,500 payable

Boral Capital in cash, the representative of the underwriters of the IPO.

To the extent that our

share capital 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 expenses.

Over the next 12 months (assuming a business combination is not consummated prior

thereto), we will be using the funds held outside of the Trust Account for identifying

and evaluating prospective acquisition candidates, performing business due diligence

on prospective target businesses, traveling to and from the offices, plants or similar

locations of prospective target businesses, reviewing corporate documents and material

agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

If our estimates of the costs of undertaking in-depth due diligence and negotiating

our initial business combination is more than the actual amount necessary to do so,

or the amount of interest available to us from the Trust Account is less than we expect

as a result of the current interest rate environment, we may have insufficient funds

available to operate our business prior to our initial business combination.

we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our

public shares upon consummation of our initial business combination, in which case

we may issue additional securities or incur debt in connection with such business

Subject to compliance with applicable securities laws, we would only

consummate such financing simultaneously with the consummation of our initial business

Following our initial business combination, if cash on hand is insufficient,

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

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

To the extent that our share capital 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 expenses.

the next 12 months (assuming a business combination is not consummated prior thereto), we will be using the funds held outside of the

Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target

businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents

and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating

the business combination.

our estimates of the costs of undertaking in-depth due diligence and negotiating our initial business combination is more than the actual

amount necessary to do so, or the amount of interest available to us from the Trust Account is less than we expect as a result of the

current interest rate environment, 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 consummate our initial business combination or because we become obligated

to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue

additional securities or incur debt in connection with such business combination.

Subject to compliance with applicable securities laws,

we would only consummate such financing simultaneously with the consummation of our initial business combination.

Following our initial

business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

of March 31, 2026, we had cash of $1,179,430 in operating bank accounts, working capital of $1,079,980 and a net income of $371,705 for

the three months ended March 31, 2026.

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

Standards Codification (“ASC”) 205-40, “Going Concern,” we have determined, considering the funds available from

our IPO consummated on May 30, 2025, that we have sufficient funds for our working capital needs until a minimum of one year from the

date of issuance of these financial statements.

However, we have until May 30, 2027 to consummate an initial business combination.

a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

Management has

determined that the need to satisfy this mandatory liquidation requirement, should a business combination not occur, raises substantial

doubt about our ability to continue as a going concern.

We intend to complete an initial business combination before the mandatory liquidation

Nevertheless, there can be no assurance that we will be able to consummate a business combination by May 30, 2027.

No adjustments

have been made to the carrying amounts and classification of assets or liabilities should the Company be required to liquidate after such

Sheet Arrangements

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 assets.

Contractual Obligations

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

obligations or long-term liabilities.

We are obligated to pay the underwriters a deferred underwriting commission equal

to 1.0% of the gross proceeds of the IPO, or $559,500, which will be paid to the underwriters in cash from the funds held in the Trust

Account, and 55,950 representative shares, which will be issued at the consummation of a Business Combination.

The founder shares, the Ordinary Shares included in the Private Units, and any Ordinary

Shares that may be issued upon conversion of working capital loans (and any underlying

securities) will be entitled to registration rights pursuant to a registration rights

agreement entered into in connection with the IPO.

The holders of these securities

are entitled to make up to two demands, excluding short form demands, that we register

such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion

of our initial business combination.

We will bear the expenses incurred in connection

with the filing of any such registration statements.

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.

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.

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

All of the 5,595,000 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 the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the

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

The Company 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 the Company’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, the Company classified the ordinary shares

subject to redemption outside of permanent equity as the redemption provisions are

not solely within the control of the Company.

Given that the 5,595,000 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, the Company 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.

The Company has elected

to recognize the changes in redemption value as a charge against retained earnings

or, in the absence of retained earnings, as a charge against additional paid-in capital

over an expected 15-month period, which is the initial period that the Company has to

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

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 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.

We adopted ASU 2023-07 since inception.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income

Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax

information within the rate reconciliation and expanded disclosures of income taxes

paid, among other disclosure requirements.

ASU 2023-09 is effective for fiscal years

beginning after December 15, 2024.

Early adoption is permitted.

Our management does not believe the adoption of ASU 2023-09 will have a material impact

on our financial statements and disclosures.

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

Disaggregation of Income Statement

Expenses (“ASU 2024-03”).

Under ASU 2024-03, a public entity would be required to disclose information about

purchases of inventory, employee compensation, depreciation, intangible asset amortization,

and depletion for each income statement line item that contains those expenses.

2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

ASU 2024-03 allows for early adoption and requires either prospective adoption

to financial statements issued for reporting periods after the effective date of ASU

2024-03 or retrospectively to any or all prior periods presented in the financial

Our management does not believe the adoption of ASU 2024-03 will have a material impact

on our financial statements and disclosures.

Management does not believe that any recently issued, but not effective, accounting

pronouncements, if currently adopted, would have a material effect on our financial statements.

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

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 assets.

of March 31, 2026, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

are obligated to pay the underwriters a deferred underwriting commission equal to 1.0% of the gross proceeds of the IPO, or $559,500,

which will be paid to the underwriters in cash from the funds held in the Trust Account upon the consummation of an initial Business Combination.

In addition, we will issue 55,950 representative shares at the consummation of a Business Combination.

The underwriter has agreed to waive

its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination

within the Combination Period.

founder shares, the Ordinary Shares included in the Private Units, and any Ordinary Shares that may be issued upon conversion of working

capital loans (and any underlying securities) will be entitled to registration rights pursuant to a registration rights agreement entered

into in connection with the IPO.

The holders of these securities are entitled to make up to two demands, excluding short form demands,

that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration

statements filed subsequent to our completion of our initial business combination.

We will bear the expenses incurred in connection with

the filing of any such registration statements.

Accounting Policies and Estimates

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.

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

our significant accounting policies are more fully described in Note 2 — Summary of Significant Accounting Policies” in the

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

the preparation of condensed consolidated financial statements.

Shares Subject to Possible Redemption

of the 5,595,000 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 the Company’s liquidation, if there is a shareholder vote or tender offer in connection with

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

Company 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 the

Company’s control) were classified as temporary equity.

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

In accordance with ASC 480-10-S99, the Company classified the ordinary shares subject to redemption outside of permanent equity

as the redemption provisions are not solely within the control of the Company.

that the 5,595,000 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, the Company 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

The Company has elected to recognize the changes in redemption value as a charge against retained earnings or, in the absence

of retained earnings, as a charge against additional paid-in capital over an expected 15-month period, which is the initial period that

the Company has to complete a Business Combination.

Company reassessed the estimation of redemption shares value as of each subsequent quarterly period end 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.

Accounting Pronouncements

November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation

Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires detailed disclosures

in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency

into the nature and function of expenses.

The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01,

Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective

Date (“ASU 2025-01”).

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within

annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The requirements should be applied on

a prospective basis while retrospective application is permitted.

Our management does not expect to adopt this guidance early and does

not expect the adoption of this ASU to have a material impact on our condensed consolidated financial statements.

December 8, 2025, the FASB issued ASU 2025-11 — Interim Reporting (“ASU 2025-11”) which is intended to improve the navigability

of the guidance in ASC 270, Interim Reporting, and clarify when it applies.

Under the amendments, an entity is subject to ASC 270 if it

provides interim financial statements and notes in accordance with GAAP.

ASU 2025-11 also addresses the form and content of such financial

statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of

the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim reporting periods within

annual reporting periods beginning after December 15, 2027, and early adoption is permitted.

We are currently evaluating the impact the

adoption of ASU 2025-11 may have on our condensed consolidated financial statements.

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

on our condensed consolidated financial statements.

Quantitative and Qualitative Disclosures About Market Risk

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

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

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