Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and the related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements. Because we are a blank check company, the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, may not be available to us. 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 expressed or implied by these forward-looking statements. Except as required by applicable law, we do not undertake any obligation to update or revise any forward-looking statements.

Overview

We are a blank check company incorporated in the Cayman Islands on September 15, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a "Business Combination"). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our registration statement for our initial public offering (the "Initial Public Offering") was declared effective on December 30, 2022. On January 4, 2023, we consummated the Initial Public Offering of 6,000,000 units (the "Units"), at $10.00 per Unit, generating gross proceeds of $60,000,000. On January 9, 2023, the underwriters exercised their over-allotment option in full, resulting in the sale of an additional 900,000 Units at $10.00 per Unit, generating additional gross proceeds of $9,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 370,500 private placement units (the "Private Placement Units") at $10.00 per unit, generating gross proceeds of $3,705,000, and, on January 9, 2023, simultaneously with the sale of the over-allotment Units, we consummated the sale of an additional 38,700 Private Placement Units, generating additional gross proceeds of $387,000. A total of $70,242,000 (or $10.18 per Unit sold in the Initial Public Offering) was placed in the trust account (the "Trust Account").

On March 27, 2026, we held an extraordinary general meeting of shareholders (the "Extraordinary General Meeting") to approve, among other things, the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. In connection with the vote to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, the holders of 6,135 ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $12.99 per share. The aggregate redemption amount of approximately $79,701.15 was paid in April 2026, subsequent to the end of the quarter. Separately, in January 2026, 69 ordinary shares tendered in connection with the Fourth Meeting were redeemed for $889.39 (approximately $12.89 per share).

As of March 31, 2026, we had not commenced any operations. All activity through March 31, 2026 relates to our formation and the Initial Public Offering and, since the closing of the Initial Public Offering, the search for a prospective initial Business Combination and activities in connection with the proposed Business Combination with HCYC. On January 5, 2024, we entered into the Merger Agreement with HCYC, and on December 5, 2025, our shareholders approved the Merger Agreement at the BC Meeting. The Business Combination has not been consummated as of the date of this report. The PIPE Financing of $11.5 million is expected to close substantially concurrently with, and is conditioned on, the closing of the Business Combination. Our securities were delisted from Nasdaq following the Form 25 filed on January 15, 2026. We do not expect to generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We generate non-operating income in the form of income earned on investments held in the Trust Account.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through March 31, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering and, since the Initial Public Offering, the identification and evaluation of a prospective target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended March 31, 2026, we had a net loss of $159,875, which consisted of formation and operating costs of $202,143, partially offset by income earned on the Trust Account of $42,268.

For the three months ended March 31, 2025, we had net income of $117,969, which consisted of income earned on the Trust Account of $301,371, partially offset by formation and operating costs of $183,402.

Income earned on the Trust Account decreased from $301,371 for the three months ended March 31, 2025 to $42,268 for the three months ended March 31, 2026, primarily due to the lower balance held in the Trust Account following redemptions in connection with prior extension meetings, and changes in prevailing interest rates. Formation and operating costs increased from $183,402 to $202,143.

Liquidity and Capital Resources

As of March 31, 2026, we had cash of $1,233 held outside of the Trust Account and a working capital deficit of $4,491,174. As of March 31, 2026, we had investments held in the Trust Account of $4,841,963. Income earned on the Trust Account may be used by us to pay taxes. Through March 31, 2026, we have not withdrawn any income earned on the Trust Account to pay our tax obligations.

Funds held in the Trust Account are subject to the redemption rights of our public shareholders and are not available to fund our working capital. Of the Trust Account balance at March 31, 2026, $79,701.15 was paid in April 2026 to holders who redeemed in connection with the Fifth Meeting, and holders of 382,091 ordinary shares have elected to redeem in connection with the Business Combination, which redemptions will become effective only upon closing. In addition, $565,144 of extension payments had not been deposited into the Trust Account as of March 31, 2026. As a result, the funds that may be available from the Trust Account upon closing of the Business Combination are expected to be substantially less than the Trust Account balance. Subject to the foregoing, we intend to use the funds held in the Trust Account remaining after redemptions, including any amounts representing income earned on the Trust Account (less amounts released to pay taxes), to complete our initial Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. We have limited liquidity. As of March 31, 2026, we had only $1,233 of unrestricted cash and a working capital deficit of $4,491,174, and we have relied on advances from our Sponsor, our officers and directors and HCYC to fund operating expenses. None of these parties is obligated to provide further funding. Completion of the Business Combination is also dependent on the PIPE Financing, which is conditioned on the closing.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. As of March 31, 2026, there was $1,262,500 outstanding under promissory notes payable to a related party and $766,690 outstanding under amounts borrowed from HCYC.

Going Concern

In connection with our assessment of going concern considerations in accordance with Accounting Standards Update 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, together with the Company's working capital deficit, raise substantial doubt about the Company's ability to continue as a going concern. In response to these conditions, management has adopted plans intended to address the substantial doubt about the Company's ability to continue as a going concern. Management intends to continue to pursue the consummation of the Business Combination with HCYC. Prior to the consummation of a Business Combination, the Company intends to cover any working capital shortfalls through extension loans and other financing arrangements. In addition, the Company is seeking alternative ways to complete the Business Combination, including applying to have the Company's securities quoted on the OTC market, in order to maintain the Company's public trading status and facilitate the completion of the Business Combination. Notwithstanding these plans, management cannot conclude that it is probable that its plans will be effectively implemented within one year after the date that the unaudited condensed financial statements are available to be issued, or that, if implemented, the plans will mitigate the conditions and events that raise substantial doubt about the Company's ability to continue as a going concern. Accordingly, management has concluded that its plans do not alleviate the substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the relevant date by which it must complete a Business Combination.

In addition, because the required extension payments were not deposited in full, there is uncertainty as to whether the extensions were validly effected and as to the date by which we are required to complete a Business Combination, which could require us to redeem our public shares and wind up earlier than anticipated.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2026.

Contractual Obligations

As of March 31, 2026, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the deferred underwriting commission of $2,415,000 payable to the underwriters of our Initial Public Offering upon the completion of our initial Business Combination, and an agreement to pay an affiliate of our Sponsor a monthly fee for office space, secretarial and administrative support services.

Critical Accounting Estimates

The preparation of these unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting estimates:

Ordinary Shares Subject to Possible Redemption. We account for our 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 are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.

Net Income (Loss) per Ordinary Share. We comply with the accounting and disclosure requirements of ASC Topic 260, "Earnings Per Share." Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the periods. We apply the two-class method in calculating earnings per share, allocating net income (loss) between the redeemable ordinary shares and the non-redeemable ordinary shares.

Recent Accounting Pronouncements

Our management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our unaudited condensed financial statements.

Emerging Growth Company Status

We are 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 we have elected to take advantage of the benefits of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We are also a "smaller reporting company" as defined in Rule 12b-2 of the Exchange Act.