Overview

We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to use the cash from the proceeds of our initial public offering (IPO) and private placements, as well as debt or a combination of cash, stock and debt, to complete our initial business combination. However, we cannot assure you that our plans to complete a business combination will be successful.

Recent Developments

• On March 5, 2026, we completed our IPO of 10,000,000 units at $10.00 per unit, generating gross proceeds of $100,000,000.
• On March 10, 2026, the underwriters exercised their over-allotment option in full, resulting in the issuance of an additional 1,500,000 units at $10.00 per unit, generating additional gross proceeds of $15,000,000.
• Simultaneously with the closing of the IPO and over-allotment option, we completed private placements of 227,500 units to our sponsor, generating total gross proceeds of $2,275,000.
• On March 7, 2026, we entered into a finder’s agreement with Wealthwise Solutions LTD, agreeing to pay a $300,000 retainer fee and a $1,500,000 success fee upon closing of a transaction.
• On May 1, 2026, we entered into an Agreement and Plan of Merger with Rongcheng Group Limited in connection with our proposed initial business combination.

Results of Operations

We have not engaged in any operations or generated any revenues to date. Our activities have been limited to organizational activities and those necessary to consummate the IPO and identify a target company for our initial business combination. We expect to incur increased expenses as a public company and in connection with our search for and completion of a business combination.

For the three months ended June 30, 2026, we had net income of $584,910, consisting primarily of $1,024,464 in interest earned on investments held in our trust account, partially offset by $380,345 in formation and operating costs and $59,209 in business combination expenses.

For the six months ended June 30, 2026, we had net income of $741,921, consisting primarily of $1,305,284 in interest earned on investments held in our trust account, partially offset by $487,670 in formation and operating costs and $75,693 in business combination expenses.

Liquidity and Capital Resources

As of June 30, 2026, we had $312,210 in cash and cash equivalents and $116,305,284 in our trust account. We used $115,000,000 of the IPO and private placement proceeds to purchase investments held in the trust account.

We expect to continue to incur significant costs in pursuit of our acquisition plans. If we do not complete a business combination within the prescribed timeline, we will trigger an automatic winding up, dissolution and liquidation. Management has determined that these conditions raise substantial doubt about our ability to continue as a going concern until the earlier of the consummation of the business combination or the date we are required to liquidate.

Contractual Obligations

Our key contractual obligations include:

• Promissory Note - Related Party: We had a $700,000 promissory note with our sponsor that was settled upon closing of the IPO.
• Administrative Services Agreement: We pay our sponsor $15,000 per month for office space and administrative support.
• Underwriting Agreement: We granted the underwriters a 45-day option to purchase additional units to cover over-allotments, and they are entitled to a cash underwriting discount and 230,000 representative shares.
• DeSPAC Legal Engagement: We engaged Celine & Partners, PLLC to provide legal services related to our proposed business combination, with fees payable in four milestone installments.

Critical Accounting Policies and Estimates

We have not identified any critical accounting policies or estimates that would materially affect our financial statements.

Recent Accounting Standards

We are evaluating the impact of recently issued accounting standards, including ASU 2024-03 on expense disaggregation disclosures, but do not believe any will have a material effect on our financial statements.

Conclusion

In summary, as a blank check company, we have not yet generated any operating revenues and have incurred significant costs in pursuit of a business combination. Our financial performance to date has been driven by interest income on our trust account investments, offset by formation, operating and business combination expenses. We face substantial doubt about our ability to continue as a going concern if we are unable to complete a business combination within the prescribed timeline. Our key contractual obligations relate to our IPO, sponsor support, and legal services for the proposed transaction. Overall, we are focused on identifying and completing a value-enhancing business combination for our shareholders.