Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

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

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as "may," "should," "could," "would," "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management's current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this Report.

Overview

We are a blank check company incorporated in the Cayman Islands on December 18, 2023, formed for the purpose of effecting a Business Combination with one or more businesses. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination, including the PlusAI Business Combination, will be successful.

Our IPO Registration Statement became effective on May 1, 2025. On May 6, 2025, we consummated our Initial Public Offering of 28,750,000 Public Units, including 3,750,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one-quarter of one Public Warrant. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $287,500,000.

Simultaneously with the closing of the Initial Public Offering, pursuant to the Private Placement Units Purchase Agreement, we completed the private sale of an aggregate of 725,000 Private Placement Units to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $7,250,000. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.

Following the closing of the Initial Public Offering and Private Placement, an amount of $287,500,000 from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental, acting as trustee. Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or (iii) as cash or cash items (including in demand deposit accounts) at a bank as determined by us, until the earlier of (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.

We have until May 6, 2026 (or by August 6, 2026 if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination, such as the PlusAI Merger Agreement, by May 6, 2026), or until such earlier liquidation date as our Board may approve or such later date as our shareholders may approve pursuant to our Amended and Restated Articles, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not 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 and not previously released to us to pay taxes, if

any, 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

Recent Developments

On January 12, 2026, the PlusAI Registration Statement was declared effective.

On January 13, 2026, we borrowed $250,000 against the WCL Promissory Note. As of the date of this Report, there is $1,250,000 available for withdrawal under the WCL Promissory Note.

On January 27, 2026, we announced that the extraordinary general meeting of our shareholders to approve the proposed PlusAI Business Combination has been rescheduled from February 3, 2026 to February 11, 2026 (the "EGM"). Our Board of Directors decided to postpone the EGM in order to allow additional time for our Company to engage with our shareholders, including following the announcement by PlusAI regarding its expanded partnership with TRATON Group ("TRATON"). For more information on the postponement of the EGM and PlusAI's proposed partnership with TRATON, see our Current Reports on Form 8-K, as filed with the SEC on January 26, 2026 and January 27, 2026, respectively.

PlusAI Business Combination

On June 5, 2025, we entered into the PlusAI Merger Agreement with (i) PlusAI and (ii) the Merger Subs. Pursuant to the PlusAI Merger Agreement, and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, the parties thereto intend to effect a Business Combination transaction by which Merger Sub I will merge with and into PlusAI, with PlusAI continuing as the surviving corporation and our wholly owned subsidiary, and immediately following such merger, the surviving corporation of the such merger will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity. The PlusAI Business Combination is expected to be consummated following the receipt of the required approval by the shareholders of our Company and PlusAI, and the satisfaction or waiver of certain other closing conditions set forth in the PlusAI Merger Agreement.

For a full description of the PlusAI Business Combination Agreement and the proposed PlusAI Business Combination, please see Item 1. "Business".

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities since December 18, 2023 (inception) through December 31, 2025 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering, (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination and (z) consummating the PlusAI Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account 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, among other things), as well as for due diligence expenses.

For the year ended December 31, 2025, we had net income of $8,556,703, which includes $12,494,752 of interest income earned on marketable securities and cash held in Trust Account, offset by $3,938,049 of general and administrative costs.

For the year ended December 31, 2024, we had net income of $8,791,874, which includes $9,622,647 of interest income earned on marketable securities and cash held in Trust Account, offset by $830,773 of general and administrative costs.

Liquidity, Capital Resources and Going Concern

Following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $287,500,00 was placed in the Trust Account. We incurred fees of $14,560,986 in the Initial Public Offering, consisting of $5,750,000 of cash underwriting fee, the Deferred Fee of $10,062,500 and $557,236 of other offering costs, which was offset by reimbursement from the Underwriters of $1,808,750.

As of December 31, 2025, 2024, we had marketable securities and cash held in the Trust Account of $307,617,399 and $296,122,647, respectively, including interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may at any time (based on our Management Team's ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

As of December 31, 2025 and 2024, we had cash held outside of the Trust Account of $2,469 and $2,412,564, respectively. We use the 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.

Our liquidity needs through December 31, 2025 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares, (ii) Permitted Withdrawals, (iii) loans pursuant to the IPO Promissory Note and the WCL Promissory Note and (iv) the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account.

Permitted Withdrawals

To fund working capital, we have Permitted Withdrawals available from the Trust Account up to an annual limit of $1,000,000. These Permitted Withdrawals are limited to only the interest available that has been earned in excess of the initial deposit in the Trust Account at the Initial Public Offering. During the year ended December 31, 2024, we withdrew $1,000,000 in interest for working capital purposes pursuant to Permitted Withdrawals, and had no further amounts available for Permitted Withdrawals until May 6, 2025, which was the one-year anniversary of the Initial Public Offering. For the year ended December 31, 2025, we withdrew another $1,000,000 in interest from the Trust Account for working capital purposes pursuant to Permitted Withdrawals, and have no further amounts available for permitted withdrawals until May 6, 2026, which is the two-year anniversary of the Initial Public Offering.

Working Capital Loans

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. If the Sponsor or its assigns or successors makes any Working Capital Loans, up to $1,500,000 of such Working Capital Loans may be converted into WCL Conversion Units at a price of $10.00 per unit at the option of the lender. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities).

On December 2, 2025, we issued the WCL Promissory Note in the aggregate principal amount of up to $1,500,000 to the Sponsor, for any Working Capital Loans the Sponsor may make to us. The WCL Promissory Note does not bear interest and matures upon the earlier of the closing of an initial Business Combination and our liquidation. Amounts outstanding under the WCL Promissory Note are convertible, at the option of the Sponsor, into WCL Conversion Units, at a conversion price of $10.00 per WCL Conversion Unit, with each WCL Conversion Unit consisting of Class A Ordinary Share and one-quarter of one warrant, with each whole warrant

exercisable for one Class A Ordinary Share at $11.50 per share, subject to adjustment as provided in the IPO Registration Statement. Any WCL Conversion Units (and underlying securities) will be identical to the Private Placement Units (and underlying securities). The WCL Conversion Units are entitled to registration rights. As of December 31, 2025 and 2024, we had no borrowings under the WCL Promissory Note.

IPO Promissory Note

Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $600,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2024, or the completion of our Initial Public Offering. On May 6, 2024, the outstanding balance under the IPO Promissory Note was $314,295, of which $300,000 was repaid upon the consummation of the Initial Public Offering, leaving a remaining balance of $14,295. Subsequently, on May 8, 2024, we repaid the outstanding amount of $14,295 to the Sponsor. As of December 31, 2025 and 2024, the outstanding balance on the IPO Promissory Note was $0. No additional borrowing is available under the IPO Promissory Note.

Going Concern

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, "Presentation of Financial Statements-Going Concern", Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the consolidated financial statements and the notes thereto included elsewhere in this Report are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, Management has determined that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after May 6, 2026 (or after August 6, 2026 if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination, such as the PlusAI Merger Agreement, by May 6, 2026). We intend to complete the PlusAI Business Combination before the end of the Combination Period; however, there can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:

Administrative Support Agreement

Commencing on May 2, 2024, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $30,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Support Agreement. As of December 31, 2025 and 2024, we incurred $360,000 and $235,161, respectively, in fees for these services. As of December 31, 2025 and 2024, $30,000 and $0, respectively, were included in accrued expenses in the consolidated balance sheets of the financial statements included elsewhere in this Report.

Underwriting Agreement

We granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,750,000 Option Units to cover over-allotments, if any. On May 6, 2024, the Underwriters fully exercised their Over-Allotment Option.

The Underwriters were paid a cash underwriting discount of $5,750,000 (2.0% of the gross proceeds of the Public Units offered in the Initial Public Offering (including the Option Units)). In addition, the Underwriters agreed to reimburse us for certain expenses in connection with the Initial Public Offering. On May 6, 2024, we received a reimbursement from the Underwriters of $1,808,750 at the Initial Public Offering.

Additionally, the Underwriters are entitled to the Deferred Fee of 3.50% of the gross proceeds of the base Initial Public Offering held in the Trust Account, which equates to $10,062,500 in the aggregate following the full exercise of the Over-Allotment Option and is payable to the Underwriters upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.

Advisory Agreement

On June 4, 2025, we entered into an advisory agreement (the "Advisory Agreement") with Citigroup Global Markets Inc., representative of the Underwriters (the "Advisor"), to provide capital market advisory services in connection with the completion of a Business Combination with an identified target, PlusAI. If the Plus AI Business Combination is consummated, the Advisor will be entitled to a cash fee of $7,000,000 (the "Fee"), payable at the closing of the Business Combination. At the discretion of our Company and PlusAI, our Company and PlusAI in their sole discretion may pay up to an additional $3,000,000 fee in connection with the Advisor's performance. The Advisor is also entitled to reimbursement of reasonable incurred expenses that shall not exceed $500,000 without our prior written consent. If the fee in connection with the Advisory Agreement is paid, the Advisor waives its right to its portion of the Deferred Fee pursuant to the Underwriting Agreement. As the Fee is contingent on the closing of a Business Combination that is not considered probable as of December 31, 2025, no expense has been recorded.

Registration Rights Agreement

The holders of the (i) Founder Shares, (ii) Private Placement Units and (iii) WCL Conversion Units, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain "piggyback" registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.

Letter Agreement

Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period.

Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders' rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.

Director Agreements

On July 30, 2025, we entered into the Director Agreements with each of our three independent directors, pursuant to which, in connection with each director's continuing service as our director, we agreed to pay each director a cash compensation of $75,000 per annum, beginning on the later of their date of appointment and April 1, 2025. For the year ended December 31, 2025, we incurred $165,000 in fees related to the Director Agreements. As of December 31, 2025, $56,250 is included in accrued expenses within the consolidated balance sheet of the financial statements included elsewhere in this Report. For the year ended December 31, 2024, we did not incur any fees related to the Director Agreements.

Legal and Due Diligence Fees

On April 22, 2025, we entered into an agreement for legal services. All fees related to the agreement are contingent upon the completion of a Business Combination. Upon the completion of the Business Combination, in addition to payment of incurred fees, we will pay a premium ranging from 50% to 100% of the fees incurred, with the percentage paid to be determined at our discretion. As of December 31, 2025, we had incurred approximately $3,420,000 of fees in connection with such agreement. These fees are not reflected in the consolidated financial statements included elsewhere in this Report and will be recorded when the Business Combination is considered probable.

On May 2, 2025, we entered into an agreement for due diligence services. The total fee related to the due diligence services was $1,050,000, of which $900,000 was paid and included in the consolidated statements of operations of the consolidated financial statements included elsewhere in this Report. The remaining $150,000 is subject to customer satisfaction and due upon the consummation of a Business Combination. The remaining amount is not reflected in the consolidated financial statements included elsewhere in this Report.

Critical Accounting Estimates and Standards

The preparation of the consolidated financial statements and notes thereto included elsewhere in this Report in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our consolidated financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our consolidated financial statements and notes thereto included elsewhere in this Report could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of December 31, 2025, we did not have any critical accounting estimates to be disclosed.

Recent Accounting Standards

In May 2025, the FASB issued ASU 2025-03, "Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity" ("ASU 2025-03"). ASU 2025-03 changes how companies determine the accounting acquirer in certain Business Combinations involving variable interest entities. The new guidance requires considering the factors used for other acquisition transactions to assess which party is the accounting acquirer. ASU 2025-03 is effective for our annual reporting periods beginning on January 1, 2027. Early adoption is permitted. We early adopted ASU 2025-03 on July 1, 2025. ASU 2025-03 impacts the accounting for the PlusAI Business Combination.

Management does not believe that there are any other recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the consolidated financial statements and notes thereto included elsewhere in this Report.