References in this report
(the “Quarterly Report”) to “we,” “us” or the “Company” refer to Plum Acquisition Corp.
III. References to our “management” or our “management team” refer to our officers and directors, and references
to the “Sponsor” refer to Mercury Capital LLC. 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 Report. 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 includes
“forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results
to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly
Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management
for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,”
“intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify
such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s
current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ
materially from the events, performance and results discussed in the forward-looking statements. For information identifying important
factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to
the Risk Factors section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the
U.S. Securities and Exchange Commission (the “SEC”) on April 1, 2026. The Company’s securities filings can be accessed
on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company
disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future
events or otherwise.
Overview
We are a blank check company
incorporated on February 5, 2021 as a Cayman Island exempted company and formed for the purpose of effectuating a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we
refer to throughout this Quarterly Report as our “Initial Business Combination”. We intend to effectuate our Initial Business
Combination using cash from the proceeds of the initial public offering (the “Initial Public Offering”), the private placement
of the Private Placement Units (as defined below), 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 the Initial Public Offering
or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, loans from
the Sponsor or a combination of the foregoing.
On July 30, 2021, we consummated
our IPO of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately
$13.75 million, of which $8.75 million was for deferred underwriting commissions. We granted the underwriter a 45-day option to purchase
up to an additional 3,750,000 Units at the IPO price to cover over-allotments, if any. On August 3, 2021, the underwriters partially exercised
the over-allotment option, and the closing of the issuance and sale of the additional 3,250,000 Over-Allotment Units occurred on August
5, 2021. The issuance by the Company of the Over-Allotment Units at a price of $10.00 per unit resulted in total gross proceeds of approximately
$32.5 million. On December 27, 2023, the underwriters agreed to waive their rights to their portion of the fee payable by the Company
for deferred underwriting commissions, with respect to any potential business combination of the Company.
Simultaneously with the closing
of the IPO, we consummated the Private Placement of 800,000 units, at a price of $10.00 per Private Placement Unit with Alpha Merger Technology
Sponsor LLC (the “Original Sponsor”), generating gross proceeds of $8.0 million. Simultaneously with the issuance and sale
of the Over-Allotment Units, the Company consummated the Private Placement with the Original Sponsor of 65,000 Additional Private Placement
Units, generating total proceeds of $650,000.
Upon the closing of the IPO,
the Private Placement, the sale of the Over-Allotment Units, and the sale of the Over-Allotment Private Placement Units, approximately
$282.5 million of the net proceeds were placed in a Trust Account, located in the United States with Continental Stock Transfer &
Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of
Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act which invests only in direct U.S. government treasury obligations, as determined
by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described
below. In addition, a certain anchor investor advanced an aggregate amount of approximately $500,681 to the Company to cover the purchase
of Private Placement Units. In April 2021, the Company repaid $681 to the anchor investor. Upon the closing of the IPO, the remaining
advance of $500,000 was applied to the purchase of the Private Placement Units which the Company has since repaid.
Our management has broad
discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Units, although substantially
all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we
will be able to complete a Business Combination successfully.
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We must complete one or more
Initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding
the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the
agreement to enter into the Initial Business Combination. However, we will only complete an Initial Business Combination if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the prospective partner company or otherwise acquires a controlling
interest in the prospective party company sufficient for it not to be required to register as an investment company under the Investment
Company Act.
If we are unable to complete
an Initial Business Combination within the Second 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 our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses)
divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject
in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire
worthless if we fail to consummate an Initial Business Combination within the Second Combination Period.
As of March 31, 2026 and
December 31, 2025, we held cash of $438 and $49,870, respectively, current liabilities of $6,212,409 and $6,025,804, respectively. Further,
we expect to continue to incur significant costs in the pursuit of our Initial Business Combination. We cannot assure you that our plans
to complete an Initial Business Combination will be successful.
Extraordinary General Meetings
On July 27, 2023, the Company
held an Extraordinary General Meeting (the “July 2023 Extraordinary General Meeting”) whereby the shareholders approved an
amendment to the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles
of Association”). The Amended and Restated Memorandum and Articles of Association extended the date by which the Company has to
consummate a business combination from July 30, 2023 to July 30, 2024, or such earlier date as shall be determined by the Company’s
board of directors. In connection with the July 2023 Extraordinary General Meeting, the holders of 13,532,591 Class A ordinary shares,
properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.41 per share, for an aggregate
redemption amount of approximately $140,838,808. After those redemptions, approximately $153,169,659 remained in the Company’s trust
account.
On January 29, 2024, the
Company held an Extraordinary General Meeting (the “January 2024 Extraordinary General Meeting”) whereby shareholders of the
Company approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association in order to (i) extend
the date by which the Company must consummate its Initial Business Combination, cease its operations and redeem all of its Class A ordinary
shares (the “Extension Proposal”) to January 30, 2025, or such earlier date as shall be determined by the Company’s
board of directors and (ii) changed the name of the Company from Alpha Partners Technology Merger Corp. to Plum Acquisition Corp. III.
In connection with the Extension
Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Proposal, the holders of 12,433,210 Class A ordinary shares,
properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.78 per share, for an aggregate
redemption amount of $134,059,215. The payments for these redemptions took place on February 27, 2024, after which $24,629,032 remained
in the Company’s Trust Account. As a result of the Extension Proposal being approved by the Company’s shareholders, the Original
Sponsor, or its designee were no longer required to make monthly payments to the Company equal to the lesser of (a) an aggregate of $225,000
or (b) $0.03 per public share that remains outstanding. On each of August 2, 2023, September 7, 2023, October 10, 2023, November 10, 2023,
January 10, 2024, and January 25, 2024 $225,000, or $1,350,000 in the aggregate, was deposited into the Company’s Trust Account.
To cover these monthly payments and other associated operating expenses,
on January 3, 2024, the Company, the Sponsor and Palmeira Investment Limited (the “Investor”) entered into a subscription
agreement (the “Subscription Agreement”), pursuant to which the Sponsor may raise up to $1,500,000 from the Investor to fund
extension payments and working capital for the Company, including $250,000 upon the execution of the Subscription Agreement. Subsequent
thereto, the Investor funded an additional $500,000, for aggregate proceeds of $750,000. Additional amounts may be funded at the discretion
of the Sponsor pursuant to the terms of the Subscription Agreement. At the closing of the Company’s Initial Business Combination,
the Sponsor will forfeit 0.85 Class B shares, and the Company will issue an equal number of shares of its ordinary share to the Investor,
for each dollar funded by the Investor pursuant to the Subscription Agreement. If the Company’s Initial Business Combination does
not occur, the Sponsor will not forfeit any shares.
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On January 16, 2025, as approved
by its shareholders at the extraordinary general meeting of shareholders, the Company filed an amendment to its Second Amended and Restated
Memorandum and Articles of Association (as amended, the “Third Amended and Restated Memorandum and Articles of Association”)
on January 17, 2025, which (i) extended the date by which the Company has to consummate a business combination to July 30, 2025, or such
earlier date as shall be determined by the Company’s board of directors and (ii) amended Article 49.4 to remove language stating,
in relevant part, that the Company shall not consummate a business combination unless the Company has net tangible assets of at least
$5,000,001 immediately prior to, or upon consummation of, such business combination (the “NTA Proposal”). The holders of 2,132,366
Class A ordinary shares, properly exercised their right to redeem their shares for cash at a redemption price of $11.24 per share, for
an aggregate redemption amount of $23,975,464. After the redemptions, $1,707,149 remained in the Company’s Trust Account.
On July 15, 2025, as approved
by its shareholders at the extraordinary general meeting of shareholders, the Company filed an amendment to its Third Amended and Restated
Memorandum and Articles of Association (as amended, the “Fourth Amended and Restated Memorandum and Articles of Association”)
on July 16, 2025, which extended the date by which the Company has to consummate a business combination to July 30, 2026, or such earlier
date as shall be determined by the Company’s board of directors. The holders of 109,347 Class A ordinary shares properly exercised
their right to redeem their shares for cash at a redemption price of approximately $11.45 per share, for an aggregate redemption amount
of $1,252,434.
On December 22, 2025, the
Company shareholders approved (i) as a special resolution, the proposed Domestication; (ii) the Business Combination Agreement; (iii)
four separate resolutions regarding the governance provisions contained in the PubCo closing articles; (iv) the issuance of PubCo Common
Shares in connection with the Business Combination, and the issuance of an aggregate of up to $100,000,000 of PubCo Common Shares from
time to time to Yorkville; and (v) the issuance of PubCo Common Shares pursuant to the PubCo Omnibus Equity Incentive Plan.
In connection with the December
2025 Extraordinary General Meeting, the holders of 24,136 shares elected to redeem at approximately $11.61 per share, for an aggregate
redemption amount of $280,219. The redemption is contingent upon the consummation of the Business Combination and will occur as promptly
as practicable following the closing thereof; if the Business Combination is not consummated, the redeemed shares will be returned to
the respective holders.
Purchase Agreement
On December 27, 2023, the
Company, the Original Sponsor and the Sponsor entered into a purchase agreement (the “Purchase Agreement”), pursuant to which,
at a closing on December 28, 2023 (the “Closing”), the Sponsor (i) purchased 3,902,648 founder units of the Company from the
Original Sponsor, each unit consisting of one Class B ordinary share and one-third of one redeemable warrant to acquire one Class B share,
which Founder Units are subject to forfeiture in certain circumstances, and (ii) became entitled to 70% of 2,030,860 Founder Units that
the Original Sponsor placed in escrow at the Closing to the extent such Founder Units are allocated to investors who hold and do not redeem
their Class A ordinary shares of the Company at the time of the Company’s Initial Business Combination, for an aggregate purchase
price of $1. On January 26, 2024, the Company, the Original Sponsor, and the Sponsor entered into Amendment No. 1 to the Purchase Agreement
to correct the number of shares that the Original Sponsor shall retain to be 665,000 Class A private placement units and 1,128,992 Class
B founder units.
The Original Sponsor and
the Sponsor each agreed to pay $112,500 in extension contributions in each of December 2023 and January 2024. In addition, pursuant to
the terms of the Purchase Agreement, the Original Sponsor agreed to pay, or cause its affiliates to pay, certain liabilities of the Company
accrued and outstanding as of the Closing and will deliver Founder Units to the Sponsor to the extent such liabilities are unsatisfied
or the Original Sponsor’s obligation to make extension contributions is not satisfied.
Following the Closing, the
Original Sponsor has no further obligations with respect to the Company and the Sponsor assumed all obligations relating to the Company,
including, (i) to cause the Company to file a proxy statement providing public investors of the Company with the option to accept a revised
trust extension arrangement or redeem their Class A ordinary shares and receive their pro rata share of the Company’s Trust Account,
(ii) to cause the Company to satisfy all of its public reporting requirements as well as taking all action to cause the Company to remain
listed on Nasdaq, (iii) the payment of all extension contributions after January 2024 and working capital of the Company, at the discretion
of the Sponsor, and (iv) all other obligations of the Original Sponsor related to the Company.
On August 22, 2024, the Company,
the Original Sponsor, and the Sponsor entered into a second amendment to Purchase Agreement (“Amendment No. 2 to the Purchase Agreement”)
which revises the founder-unit forfeiture and transfer mechanics by requiring the acquirer to absorb all forfeitures or investor incentive
transfers up to 2,030,860 founder units, allocating excess forfeitures 78% to the acquirer and 22% to the sponsor, while also establishing
that 2,030,860 sponsor units will be held in escrow for potential transfer to sponsor anchors, with any remaining escrowed units allocated
70% to the acquirer and 30% to the sponsor at closing.
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On September 5, 2025, the
Company, the Original Sponsor, and the Sponsor entered into Amendment No. 3 to the Purchase Agreement that provides that any Sponsor Incentive
Units (as defined in the Sponsor Support Agreement) that have been retained by the Sponsor after the Closing, up to half of such Sponsor
Incentive Units may be transferred prior to the Closing to a third party, with any Sponsor Incentive Units remaining after such transfer
subject to allocation between the Sponsor and the Original Sponsor as provided for in the Purchase Agreement.
Business Combination Agreement and Ancillary
Transaction Documents
On August 22, 2024, the Company
entered into a business combination agreement (the “Original Business Combination Agreement”) with Plum III Merger Corp.,
a corporation formed under the Laws of the Province of British Columbia (“Pubco”), and Tactical Resources Corp., a corporation
formed under the Laws of the Province of British Columbia (“Tactical”) and Plum III Amalco Corp., corporation formed under
the Laws of the Province of British Columbia (“Amalco”), pursuant to which the Company will amalgamate pursuant to a Plan
of Arrangement under the Business Corporations Act of British Columbia (“BCBCA”) to form one corporate entity, except that
the legal existence of Pubco will not cease and Pubco will survive the amalgamation, following its redomicile into the Province of British
Columbia, Canada. The business combination agreement and related executed agreements included supporting agreements are more fully described
and filed with the Company’s Current Report on Form 8-K filed with the SEC on August 22, 2024.
On December 10, 2024, the
Company and Tactical, entered into an amendment (the “Amendment No. 1”) to the Original Business Combination Agreement, by
and between the Company and Tactical. The Amendment No. 1 provides that, among other things, upon a delisting from The Nasdaq Stock Market,
the Company will use commercially reasonable efforts to list its securities on the OTC Markets Group. As a condition to closing the Business
Combination, the Company must relist its securities on The Nasdaq Stock Market.
On January 28, 2025, the
Company and Tactical entered into Amendment No. 2 (the “Amendment No. 2”) to the Original Business Combination Agreement,
by and between the Company and Tactical that provides that certain recently issued convertible debentures of Tactical (and future issuances
of convertible debentures by Tactical, if any, to the extent permitted under the Business Combination Agreement) shall be subject to the
same terms under the Business Combination Agreement, and shall be subject to the same treatment upon closing of the Business Combination,
as certain existing convertible debentures issued by Tactical and already subject to the terms of the Business Combination Agreement.
On July 30, 2025, the Company
and Tactical entered into Amendment No. 3 (the “Amendment No. 3”) to the Original Business Combination Agreement. Amendment
No. 3 provides for (a) an acknowledgement that Tactical may effect a reverse stock split prior to the closing at a ratio not to exceed
25 to 1; (b) an extension of the Agreement End Date (as defined in the Business Combination Agreement) to July 30, 2026; and (c) a lock-up
of certain PubCo shares to be issued in the Business Combination. Specifically, Amendment No. 3 provides that 80% to 85% of the PubCo
shares to be issued to stockholders of Tactical (the “Arrangement Consideration Shares”) shall be subject restrictions on
transfer for a period of six months following the closing of the Business Combination. In connection with Amendment No. 3, certain employees
and affiliates of Tactical have entered into a Key Company Securityholder Lock-up Agreement whereby each of them has agreed that 100%
of the Arrangement Consideration Shares issued to them shall be subject restrictions on transfer for a period of six months following
the closing.
On September 5, 2025, the
Company, Tactical, Pubco, the Sponsor, and the Original Sponsor and certain shareholders of the Company entered into the Sponsor Support
Agreement Amendment. The Sponsor Support Agreement Amendment provides that, immediately prior to the Closing of the Business Combination,
to the extent that any Sponsor Incentive Units (as defined in the Sponsor Support Agreement) have not been transferred by the Sponsor
to PIPE investors, Company shareholders or other third parties as provided for in the Sponsor Support Agreement, such remaining Sponsor
Incentive Units will be retained by the Sponsor subject to vesting based on the achievement of certain trading prices of the Pubco Common
Shares after the Closing, as described in more detail in the Sponsor Support Agreement Amendment. In the event that such trading prices
have not been achieved on or before the tenth anniversary of the Closing, such Sponsor Incentive Units shall be surrendered to Pubco for
cancellation for no consideration and shall cease to represent any interest in Pubco, effective as of such date.
30
On December 22, 2025, the
Company shareholders approved (i) as a special resolution, the proposed Domestication; (ii) the Business Combination Agreement; (iii)
four separate resolutions regarding the governance provisions contained in the PubCo closing articles; (iv) the issuance of PubCo Common
Shares in connection with the Business Combination, and the issuance of an aggregate of up to $100,000,000 of PubCo Common Shares from
time to time to Yorkville; and (v) the issuance of PubCo Common Shares pursuant to the PubCo Omnibus Equity Incentive Plan. The holders
of 24,136 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately
$11.61 per share, for an aggregate redemption amount of $280,219. The redemption is contingent upon the consummation of the Business Combination
and will occur as promptly as practicable following the closing thereof; if the Business Combination is not consummated, the redeemed
shares will be returned to the respective holders.
OTC Listing
As previously announced,
our Class A ordinary shares, warrants and units were subject to delisting under the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”)
if we did not regain compliance with such rules prior to or on January 27, 2025. As a result, after market close on January 27, 2025,
trading in our securities was suspended on Nasdaq with immediate effect. A Form 25-NSE was later filed with the SEC, which terminated
the listing of our securities on Nasdaq.
On January 28, 2025, our
Class A ordinary shares, warrants and units were listed and began trading on the Pink Current tier of the OTC Markets. Our Class A ordinary
shares, warrants and units are listed under the symbols “PLMJF”, “PLMWF”, and “PLMUF”, respectively.
Promissory Note
In July 2024, the Company
entered into a promissory note with Mercury Capital (the “Sponsor Promissory Note”), pursuant to which the Sponsor may loan
up to $1,500,000 to the Company. The funds that will be loaned to the Company under the Sponsor Promissory Note consist of a portion
of the up to $1,500,000 that was loan to the Sponsor by the Investor pursuant to the Subscription Agreement. If the Company completes
a Business Combination, the Company would repay the Sponsor Promissory Note. In the event that a Business Combination does not close,
the Company may use a portion of proceeds held outside the Trust Account to repay the Sponsor Promissory Note, but no proceeds held in
the Trust Account would be used to repay the Sponsor Promissory Note. Up to $1,500,000 of such loans may be convertible into warrants
of the Company at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement
Warrants. The Company accounts for the Sponsor Promissory Note within the scope of ASC 815 and has elected to bifurcate the embedded derivative
within the convertible promissory note. The fair value of the embedded conversion feature upon the issuance of the Sponsor Promissory
Note is de minimis.
On April 24, 2025, the Company
and Sponsor entered an amendment to increase the maximum amount of the Sponsor Promissory Note to $2,200,000 and up to $2,200,000 may
be converted into Private Placement Warrants at a price of $1.50 per warrant at the option of the Sponsor.
On March 18, 2025, April
28, 2025, June 4, 2025, September 29, 2025, December 15, 2025 and February 11, 2026, the Sponsor loaned $250,000, $100,000, $270,000,
$100,000, $100,000 and $40,000, respectively, to the Company pursuant to the Sponsor Promissory Note. The outstanding balance under the
Sponsor Promissory Note as of March 31, 2026 and December 31, 2025 was $2,064,867 and 2,024,867, respectively. This balance includes deposits
made into the Trust Account by the Sponsor of $112,500 each on January 9, 2024 and January 24, 2024, payments made by the Sponsor on behalf
of the Company totaling $243,867, and total draws of $1,596,000.
On January 23, 2025, the
Company entered into a promissory note with the Sponsor (the “Second Sponsor Promissory Note”), pursuant to which the Sponsor
loaned $100,000 to the Company. The Second Sponsor Promissory Note bears no interest. The principal amount is to be repaid at the earlier
of (i) the consummation of the Business Combination, (ii) the date of liquidation, or (iii) 90 calendar days after entering into the promissory
note. On May 6, 2025, the Second Sponsor Promissory Note was amended to extend the maturity date by an additional 180 calendar days, resulting
in a new expiration date 270 calendar days from the original issuance. On March 30, 2026, the Second Sponsor Promissory Note was
further amended to extend the maturity date to July 31, 2026. If the Company does not consummate the Business Combination or there is
a liquidation, the Second Sponsor Promissory Note will not be repaid and the principal amount will be forgiven, except to the extent there
are funds available to the Company outside of the Trust Account to make repayment.
The outstanding balance under
the Sponsor Promissory Note and Second Sponsor Promissory Note as of March 31, 2026 was $2,064,867 and $100,000, respectively. The outstanding
balance under the Sponsor Promissory Note and Second Sponsor Promissory Note as of December 31, 2025 was $2,024,867 and $100,000, respectively.
31
Results of Operations
We have neither engaged in
any operations nor generated any operating revenues to date. Our only activities for the years ended December 31, 2025 and 2024 were organizational
activities, identifying a target company for a business combination, entering into a definitive business combination agreement, and taking
steps to complete an Initial Business Combination. We do not expect to generate any operating revenues until after the completion of our
Initial Business Combination and currently generate non-operating income in the form of interest and dividend income on cash and investments
held after the Initial Public Offering. 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. For a discussion of 2025, please refer to the Item 7A. Management’s
Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2025, filed with the SEC on April 1, 2026.
For the three months ended March 31, 2026, we recorded net income of $4,396,696,
which resulted from gain on the changes in fair value of $4,631,201 and interest and dividend income on cash held in the Trust Account
of $3,407, partially offset by general and administrative expenses of $237,912.
For the three months ended
March 31, 2025, we recorded net loss of $364,540, which resulted from general and administrative expenses of $532,731, partially offset
by a gain on the changes in fair value of warrant liability of $102,094 and interest and dividend income on investments held in the Trust
Account of $66,097.
Liquidity, Going Concern and Capital Resources
For the three months ended March 31, 2026, net cash used in operating
activities was $89,432, primarily due to the Company’s general and administrative expenses, partially offset by a favorable non-cash
change in working capital.
For the three months ended March 31, 2025, net cash used in operating
activities was $285,965, primarily due to the Company’s general and administrative expenses, partially offset by a favorable non-cash
change in working capital.
For the three months ended
March 31, 2026, net cash provided by investing activities was $0.
For the three months ended
March 31, 2025, net cash provided by investing activities was $23,977,494, which was primarily due to cash withdrawn from the Trust Account
to pay redeeming shareholders of $23,975,464 and due from Tactical of $19,530, partially offset by due from Merger Co of $17,500.
For the three months ended
March 31, 2026, net cash provided by financing activities was $40,000, which was primarily due to proceeds from Sponsor Promissory Notes
(as defined in Note 5) of $40,000.
For the three months ended
March 31, 2025, net cash used in financing activities was $23,625,464, which was due to payments of cash to redeeming shareholders of
$23,975,464, partially offset by proceeds from promissory notes of $350,000.
As of March 31, 2026 and
December 31, 2025, we had cash of $438 and $49,870, respectively, held outside the Trust Account.
We intend to use substantially
all of the remaining funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes
payable and deferred underwriting commissions), to complete our Initial Business Combination. We may withdraw interest income (if any)
to pay income taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts
held in the Trust Account. We expect the interest income earned on the amount in the Trust Account (if any) will be sufficient to pay
our income taxes. To the extent that our equity 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 prospective
partner, make other acquisitions and pursue our growth strategies.
32
In order to fund working
capital deficiencies or finance transaction costs in connection with an intended Initial 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 funds as may be required. If we complete
our Initial Business Combination, we may repay such loaned amounts. In the event that our Initial Business Combination does not close,
we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust
Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-business combination
company at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. The terms
of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of
our Initial Business Combination, we do not expect to seek loans from parties other than the Sponsor, members of our management team or
any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all
rights to seek access to funds in our Trust Account.
We have incurred and expect
to continue to incur significant costs in pursuit of our Initial Business Combination. As such, we have insufficient funds available to
operate our business for the next 12 months from the date of these unaudited condensed financial statements. If we do not complete a business
combination, we have insufficient funds available to operate our business beyond the next 12 months. Moreover, we will need to obtain
additional financing either to complete our business combination or because we become obligated to redeem a significant number of Public
Shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with
such business combination. If we are unable to complete our Initial Business Combination because we do not have sufficient funds available
to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our business combination, if cash
on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
As of March 31, 2026,
we had $438 in cash held outside of the Trust Account and working capital deficit of $6,178,846, which is not be sufficient for us to
operate for at least the next 12 months from the issuance of these unaudited condensed financial statements. The Sponsor or an affiliate
of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan us funds as may be required
under the Working Capital Loans. There is no assurance that our attempts to find a partner for an Initial Business Combination will be
successful or successful within the Second Combination Period or that the Sponsor or an affiliate of the Sponsor, or certain of the Company’s
officers and directors will loan the Company funds as may be required under the Working Capital Loans (as defined in Note 5 of the accompanying
unaudited condensed financial statements).
The Company has until July 30,
2026 to complete an Initial Business Combination. If an Initial Business Combination is not consummated by July 30, 2026 there will
be a mandatory liquidation and subsequent dissolution of the Company unless our date to consummate an Initial Business Combination is
further extended.
In connection with the Company’s
assessment of going concern considerations in accordance with FASB’s Accounting Standards Codification (“ASC”) Topic
205-40 Presentation of Financial Statements- Going Concern, management has determined the factors disclosed above including the
July 30, 2026 Second Combination Period deadline raise substantial doubt about the Company’s ability to continue as a going
concern for the next 12 months from the date its unaudited condensed financial statements for the three months ended March 31, 2026 are
filed. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or
the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements
as of March 31, 2026 and December 31, 2025.
Contractual Obligations
Registration and Shareholder Rights Agreement
The holders of the Founder
Units, Private Placement Units, warrants underlying the Founder Units and Private Placement Units and units that may be issued upon conversion
of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the warrants underlying the Founder Units and
Private Placement Units and units issued upon conversion of the Working Capital Loans) have registration and shareholder rights to require
us to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement entered into on
the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding
re-sale demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to the completion of an Initial Business Combination. We will bear the expenses
incurred in connection with the filing of any such registration statements.
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Underwriting Agreement
We granted the underwriters
a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the IPO price, less the underwriting discounts
and commissions. On August 5, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,250,000
Units at an offering price of $10.00 per Unit for an aggregate purchase price of $32,500,000. On September 11, 2021, the remaining option
expired.
The underwriters were paid
a cash underwriting discount of $0.20 per Unit, or $5,650,000 in the aggregate, upon the closing of the IPO and partial exercise of the
over-allotment option. In addition, $0.35 per unit, or $9,887,500 in the aggregate will be payable to the underwriters for deferred underwriting
commissions. On December 27, 2023, the underwriters agreed to waive their rights to their portion of the fee payable by the Company for
deferred underwriting commissions, with respect to any potential business combination of the Company. Of the total $9,887,500 waived fee,
$9,551,325 was recorded as a reduction to accumulated deficit and $336,175 was recorded as a gain on the waiver of deferred underwriting
commissions by underwriters in the statements of operations, following a manner consistent with the original allocation of the deferred
underwriting fees.
Subscription and Sponsor Promissory Note Agreement
On January 3, 2024, the Company,
the Sponsor and Investor entered into a Subscription Agreement, pursuant to which the Sponsor may raise up to $1,500,000 from the Investor
to fund extension payments to the Trust Account and working capital for the Company, including $250,000 upon the execution of the Subscription
Agreement. Subsequent thereto, the Investor funded an additional $500,000, for aggregate proceeds of $750,000. Additional amounts may
be funded at the discretion of the Sponsor pursuant to the terms of the Subscription Agreement. At the closing of the Company’s
Initial Business Combination, the Sponsor will forfeit 0.85 Class B shares, and the Company will issue an equal number of shares of its
common stock to the Investor, for each dollar funded by the Investor pursuant to the Subscription Agreement. If the Company’s Initial
Business Combination does not occur, the Sponsor will not forfeit any shares.
As of March 31, 2026, the
Sponsor had entered into a series of agreements with various subscribers (the “Subscribers”) which resulted in raising $1,375,000.
Under the terms of the agreement the Subscribers agreed to subscribe to a portion of the Sponsor’s Class B Ordinary Shares on a
contingent basis in order to allow the Sponsor to fund such working capital to the Company. Pursuant to the agreement, at the closing
of a business combination by the Company, upon election by the Sponsor, the Shares will be transferred to the Subscribers. There will
be no accounting impact to the Company as a result of the sale of Sponsor’s Class B Ordinary Shares to Subscribers.
In July 2024, the Company
entered into a promissory note with Sponsor (the “Sponsor Promissory Note”), pursuant to which the Sponsor may loan up to
$1,500,000 to the Company. The funds that will be loaned to the Company under the Sponsor Promissory Note consist of a portion of the
up to $1,500,000 that was loan to the Sponsor by the Investor pursuant to the Subscription Agreement. If the Company completes a Business
Combination, the Company would repay the Sponsor Promissory Note. In the event that a Business Combination does not close, the Company
may use a portion of proceeds held outside the Trust Account to repay the Sponsor Promissory Note, but no proceeds held in the Trust Account
would be used to repay the Sponsor Promissory Note. Up to $1,500,000 of such loans may be convertible into warrants of the Company at
a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants. The Company
accounts for the Sponsor Promissory Note within the scope of ASC 815 and has elected to bifurcate the embedded derivative within the convertible
promissory note. The fair value of the embedded conversion feature upon the issuance of the Sponsor Promissory Note is de minimis.
On April 24, 2025, the Company
and Sponsor entered an amendment to increase the maximum amount of the Sponsor Promissory Note to $2,200,000 and up to $2,200,000 may
be converted into Private Placement Warrants at a price of $1.50 per warrant at the option of the Sponsor.
On March 18, 2025, April
28, 2025, June 4, 2025, September 29, 2025, December 15, 2025 and February 11, 2026, the Sponsor loaned $250,000, $100,000, $270,000,
$100,000, $100,000 and $40,000, respectively, to the Company pursuant to the Sponsor Promissory Note. The outstanding balance under the
Sponsor Promissory Note as of March 31, 2026 and December 31, 2025 was $2,064,867 and $2,024,867, respectively. This balance includes
deposits made into the Trust Account by the Sponsor of $112,500 each on January 9, 2024 and January 24, 2024, payments made by the Sponsor
on behalf of the Company totaling $243,867, and total draws of $1,596,000.
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On January 23, 2025, the
Company entered into a promissory note with the Sponsor (the “Second Sponsor Promissory Note”), pursuant to which the Sponsor
loaned $100,000 to the Company. The Second Sponsor Promissory Note bears no interest. The principal amount is to be repaid at the earlier
of (i) the consummation of the Business Combination, (ii) the date of liquidation, or (iii) 90 calendar days after entering into the promissory
note. On May 6, 2025, the Second Sponsor Promissory Note was amended to extend the maturity date by an additional 180 calendar days, resulting
in a new expiration date 270 calendar days from the original issuance or October 20, 2025. On March 30, 2026, the Second Promissory Note
was further amended to extend the maturity date to July 31, 2026. If the Company does not consummate the Business Combination or there
is a liquidation, the Second Sponsor Promissory Note will not be repaid and the principal amount will be forgiven, except to the extent
there are funds available to the Company outside of the Trust Account to make repayment. As of March 31, 2026 and December 31, 2025, the
total outstanding balance of the Sponsor Promissory Note and Second Sponsor Promissory Note is $2,164,867 and $2,124,867, respectively.
Non-Redemption Agreements
On each of January 17, 2024,
January 23, 2024, and January 24, 2024, the Company and the Sponsor entered into non-redemption agreements (each, a “Non-Redemption
Agreement”) with one or more unaffiliated third party or parties (the “Investors”) in exchange for each such third party
or third parties agreeing not to redeem certain public Class A ordinary shares, $0.0001 par value per share of the Company sold in its
initial public offering (the “Non-Redeemed Shares”) at the Adjourned Meeting. In exchange for the foregoing commitments not
to redeem such Non-Redeemed Shares, the Sponsor will assign an economic interest in certain of its Founder Shares to the Investor at the
rate of 1 Founder Share for each 4 Non-Redeemed Shares. The Company estimated the aggregate fair value of 331,180 Founder Shares transferrable
to the Non-Redeeming Shareholders pursuant to the Non-Redemption Agreement to be $367,610 or $1.11 per share. The fair value was determined
using a discount for the probability of an Initial Business Combination of 10.95% and a discount of 5% for the lack of redemption rights
and the value per Founder Shares as of the valuation date of $10.71. The excess of the fair value of such Founder Shares was determined
to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, the indirect economic interest
in the Founder Shares was recognized by the Company as a capital contribution in accordance with Staff Accounting Bulletin Topic 5T by
the Sponsor to induce these Non-Redeeming Shareholders not to redeem the Non-Redeemed Shares, with a corresponding charge to additional
paid-in capital to recognize the fair value of the Founder Shares subject to transfer as an offering cost.
Consulting Agreement - Stock Based Compensation
On February 12, 2024, the
Sponsor entered into an independent contractor agreement and securities transfer agreement concurrently with the Company’s Chief
Financial Officer, for services related to due diligence of potential business combination partners and assisting with the negotiation
and closing of an Initial Business Combination for the Company. The Chief Financial Officer is entitled to receive a fee for service of
$12,500 paid in amounts of $6,250 semi-monthly until the Company completes its Initial Business Combination. These payments will be recorded
as operating expenses of the Company. Additionally, the Sponsor has agreed to transfer 365,000 Founder Shares and 175,000 Founder Warrants
of the Company to the Chief Financial Officer. At the earlier of the termination of the agreement and an Initial Business Combination,
the Chief Financial Officer has agreed to surrender a portion of the Class B ordinary shares based on the cash compensation paid multiplied
by 1.5, up to a maximum of 165,000 Founder Shares. Lastly, the Chief Financial Officer shall be paid a success fee of $50,000 that is
contingent upon the closing of the Initial Business Combination. The compensation expense related to the Founder Share transfer will be
amortized on a straight-line basis from the grant date of February 12, 2024 (the date at which the independent contractor agreement was
signed, and the date at which all parties reached a mutual understanding of the key terms and conditions of the share-based payment) to
November 1, 2024 (vesting period of 8 months). Such Investment Advisory Agreement was accounted for under ASC 718.
On June 30, 2024, the Sponsor
entered into an amendment to the independent contractor agreement. In connection with the amendment, the Sponsor will now assign and transfer
all 365,000 Founder Shares and 175,000 Founder Warrants only upon the closing of an Initial Business Combination, and the 165,000 Founder
Shares are no longer subject to forfeiture based upon cash compensation paid. As such, the Company determined that this was a modification
to the original agreement and for the year ended December 31, 2024, recorded a compensation expense of $158,875. No additional compensation
will be recorded for the transfer of the shares until an Initial Business Combination has been consummated.
On December 31, 2025, the
independent contractor agreement was terminated and, accordingly, the monthly consulting fee of $12,500 ceased effective as of that date.
As a result, the Company did not incur any consulting fee expense related to this arrangement subsequent to December 31, 2025.
Standby Equity Purchase Agreement
On November 7, 2025, Pubco,
Tactical and Yorkville entered into a standby equity purchase agreement (the “SEPA”) and a registration rights agreement (the
“Registration Rights Agreement”). Pursuant to the SEPA, Yorkville will open a standby equity line for Pubco in the aggregate
principal amount of up to $100,000,000. Additionally, Yorkville will advance $7,500,000 to Pubco in the form of a pre-paid advance evidenced
by a convertible promissory note on the closing of the Business Combination, and another $2,500,000 to Pubco in the form of a second pre-paid
advance with an equivalent note that is not convertible on the date the initial registration statement on form F-1, filed pursuant to
the Registration Rights Agreement in connection with the SEPA, becomes effective. In addition, $30,000,000 may be available to Pubco in
the form of a third pre-paid advance with an equivalent convertible note at such time as agreed to by the Yorkville and Pubco (collectively,
the “Yorkville Financing”). Each of the pre-paid advances is subject to an original issue discount, and further advances under
the standby equity line are subject to conditions specified in the SEPA. The SEPA expires on the earlier of 36 months or use of all $100,000,000.
The Company evaluated the advances under applicable accounting guidance and concluded that the instruments represent freestanding equity-linked
financial instruments that are not eligible for equity classification due to contractual delivery limitations that may restrict the number
of shares deliverable to the investor. Accordingly, the advances will be accounted for as derivative liabilities, measured at fair value
with changes in fair value recognized in earnings. No advances were outstanding as of March 31, 2026 and December 31, 2025.
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In addition, on November
7, 2025, the Sponsor entered into an Expenses Payment Agreement with the investor pursuant to which the Sponsor agreed to transfer 1,000,000
Class B ordinary shares to the investor to facilitate the payment of up to $7.0 million of certain expenses related to the SEPA and the
business combination. The Company determined that this arrangement represents the settlement of its obligations by a principal stockholder
and, in accordance with applicable guidance, records the related expenses with a corresponding credit to additional paid-in capital. As
of March 31, 2026 and December 31, 2025, no expenses related to the SEPA had been incurred.
Critical Accounting Policies
The preparation of 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 unaudited condensed 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 policies:
Net Income (Loss) Per Ordinary 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 period. Accretion
associated with the redeemable Class A ordinary shares is excluded from net income (loss) per share as the redemption value approximates
fair value. Therefore, the income (loss) per share calculation allocates income (loss) shared pro rata between Class A ordinary shares
subject to possible redemption and non-redeemable Class A ordinary shares and Class B ordinary shares. As a result, the calculated net
income (loss) per share is the same for Class A and Class B ordinary shares. We have not considered the effect of the warrants sold in
the IPO, Private Placement, warrants included in the founder units issued to our Original Sponsor to purchase an aggregate of 12,059,165
shares, or the effects of the 1,376,578 warrants that would be issuable upon conversion of the Subscription Agreement (as defined in Note
5 of the accompanying unaudited condensed financial statements) in the calculation of diluted income (loss) per share, because the exercise
of the warrants are contingent upon the occurrence of future events. The Private Placement Shares (as defined in Note 4 of the accompanying
unaudited condensed financial statements) that may be issued upon conversion of the Working Capital Loan are issuable at the option of
the holder.
Class A Ordinary Shares Subject to Possible
Redemption
All of the 28,250,000 Class
A 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 our 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 memorandum and articles of association. In accordance with
SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”)
480, Distinguishing Liabilities from Equity (“ASC 480”), redemption provisions not solely within our control require ordinary
shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of
permanent equity. In connection with the July 2023 Extraordinary General Meeting, the holders of 13,532,591 Class A ordinary shares, properly
exercised their right to redeem their shares for cash at a redemption price of approximately $10.41 per share, for an aggregate redemption
amount of approximately $140,838,808. After those redemptions, approximately $153,169,659 remained in the Company’s trust account.
On January 29, 2024, 12,433,210 Class A ordinary shares were tendered for redemption by shareholders for a total value of $134,059,215.
The payments for these redemptions took place on February 27, 2024, after which $24,629,032 remained in the Company’s Trust Account.
On January 16, 2025, the holders of 2,132,366 Class A ordinary shares elected to redeem at approximately $11.24 per share, for an aggregate
redemption amount of $23,975,464. After redemptions, $1,707,149 remained in the Trust Account, and there are 151,833 Class A ordinary
shares subject to possible redemption remaining outstanding. On July 15, 2025, 109,347 Class A ordinary shares were tendered for redemption
by shareholders for a total value of $1,252,434. The payment of these shares took place on July 21, 2025, after which 42,486 Class A ordinary
shares subject to possible redemption remained outstanding. On December 22, 2025, the holders of 24,136 Class A ordinary shares, properly
exercised their right to redeem their shares for cash at a redemption price of approximately $11.61 per share, for an aggregate redemption
amount of $280,219. The redemption is contingent upon the consummation of the Business Combination and will occur as promptly as practicable
following the closing thereof; if the Business Combination is not consummated, the redeemed shares will be returned to the respective
holders.
We recognize changes in redemption
value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end
of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against
additional paid in capital and accumulated deficit.
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Working Capital Loan and Sponsor Promissory
Notes
We account for the Working
Capital Loan (as defined in Note 5) under ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). We have made the
election under ASC 815-15-25 to account for the Working Capital Loan under the fair value option. The aggregate fair value of the Working
Capital Loan upon issuance was $219,441. The aggregate fair value of the Working Capital Loan was $123,500 upon forgiveness. The Working
Capital Loan was forgiven by the Sponsor on December 27, 2023. We account for the Sponsor Promissory Note and Second Sponsor Promissory
Note (as defined in Note 5) within the scope of ASC 815 and has elected to bifurcate the embedded derivative within the convertible promissory
note. The fair value of the embedded conversion feature upon the issuance of the Sponsor Promissory Note and Second Sponsor Promissory
Note is de minimis. The outstanding balance under the Sponsor Promissory Note and Second Sponsor Promissory Note as of March 31, 2026
was $2,064,867 and $100,000, respectively. The outstanding balance under the Sponsor Promissory Note and Second Sponsor Promissory
Note as of December 31, 2025 was $2,024,867 and $100,000, respectively.
Warrant Liabilities
We account for warrants as
either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable
authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether
the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether
the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s
own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment,
is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued
or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial
fair value on the date of issuance, and each condensed balance sheet date thereafter. Changes in the estimated fair value of the warrants
are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the Public Warrants (as defined in
Note 3) was estimated using a binomial/lattice model and the initial and subsequent fair value of the Founder Warrants (as defined in
Note 5) and Private Placement Warrants (as defined in Note 4) was estimated using a Black-Scholes Option Pricing Model (see Note 9). The
Company determined the valuation of the Public Warrants using a Monte Carlo simulation model. The valuation of the Private Warrants slightly
differed, as it was derived using the Black-Scholes option pricing model (see Note 9).
Critical Accounting Estimates
Our unaudited condensed financial statements have been prepared in
accordance with U.S. generally accepted accounting principles (“GAAP”), which requires us to make estimates, assumptions and
judgments that affect the reported amount of assets, liabilities, costs and expenses and related disclosures. Our critical accounting
estimates are those estimates that involve a significant level of uncertainty at the time the estimate was made, and changes in them have
had or are reasonably likely to have a material effect on our financial condition or results of operations. Accordingly, actual results
could differ materially from our estimates. We base our estimates on past experience and other assumptions that we believe are reasonable
under the circumstances, and we evaluate these estimates on an ongoing basis. Our most critical accounting estimate includes the valuation
of the convertible note and the valuation of the Public and Private Placement Warrants.
Recent Accounting Standards
Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial
statements.
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