Overview

We are a blank check company formed in October 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. While we may pursue an acquisition opportunity in any industry, we intend to focus on industries that complement our management’s background. We may pursue a transaction in which our existing stockholders would own a minority interest in the post-business combination company.

Recent Developments

• On April 21, 2025, the Company entered into a business combination agreement with Forbes & Manhattan Resources Inc. (“F&M”) to combine the companies.
• On September 26, 2025, the agreement was amended to replace F&M with 2744026 Alberta Ltd. as the counterparty.
• On June 12, 2026, Alberta terminated the business combination agreement, which the Company disputes.
• In November 2025, the Company’s stockholders approved amendments to extend the deadline to complete a business combination to December 19, 2026.

Results of Operations

• For the three months ended September 30, 2025, the Company had a net loss of $369,023, driven by $376,000 in operating expenses.
• For the nine months ended September 30, 2025, the Company had a net loss of $2,167,107, driven by $2,193,726 in operating expenses.
• For the three and nine months ended September 30, 2024, the Company had net losses of $332,277 and $933,491, respectively, driven by operating expenses.

Liquidity and Capital Resources

• As of September 30, 2025, the Company had $48,854 in cash held outside the trust account.
• The Company has received loans from its sponsor totaling $2.8 million and $1.2 million, which are due upon completion of a business combination.
• The Company may need to raise additional capital to finance a business combination and continue operations. There is substantial doubt about the Company’s ability to continue as a going concern.

Related Party Transactions

• The Company has entered into various agreements with its sponsor and other related parties, including for founder shares, working capital loans, and support services.

Critical Accounting Policies

• The Company accounts for warrants and common stock subject to possible redemption based on relevant accounting guidance.
• The Company applies the two-class method in calculating earnings per share.

Recent Accounting Pronouncements

• The Company has adopted recent accounting standards updates, including those related to income tax disclosures, which did not have a material impact.