11 unchanged sentences
The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
−Removed: As of December 31,2024, the Company had not yet commenced any operations.
−Removed: All activity through December 31, 2024 relates to the Company’s formation and the initial public offering (“IPO”), which is described below.
−Removed: The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest.
−Removed: The Company will generate nonoperating income in the form of interest income from the proceeds derived from the IPO.
+Added: As of December 31, 2025, the Company generates nonoperating income in the form of interest income from the proceeds derived from the IPO.
The Company has selected December 31 as its fiscal year end.
15 unchanged sentences
Following the closing of the IPO, an amount of $231,150,000 ($10.05 per Unit) from the net proceed of the sale of Units in the IPO and the sale of Private Placement Securities were placed in a trust account (“Trust Account”) and invested in U.S.
−Removed: government securities,
−Removed: within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:
+Added: 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, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company
+Added: Act, as determined by the Company, until the earlier of:
(i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
12 unchanged sentences
There will be no redemption rights or liquidation distribution with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its Business Combination within the Combination period.
−Removed: The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.05 per share, except as to any claims by a third party who executed a waiver of
−Removed: any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
−Removed: In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.
+Added: The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.05 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
+Added: event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.
The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
6 unchanged sentences
For the year ended December 31, 2025, the Company reported net income of $9,225,582, which consists of $9,879,114 in investment income earned in Trust Account, offset by $653,532 of general and administrative expenses.
+Added: For the period July 15, 2024 (inception) to December 31, 2024, the Company reported net income of $1,883,666, which consists of $2,016,502 in investment income earned in Trust Account, offset by $132,836 of general and administrative expenses.
Liquidity and Capital Resources
32 unchanged sentences
The purchase price was satisfied against the promissory note between Company and Sponsor dated July 19, 2024.
−Removed: As of December 31, 2024, there was no outstanding balance under the promissory notes.
+Added: As of December 31, 2025 and 2024, there was no outstanding balance under the promissory notes.
Administrative Services Agreement
The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor performs certain services for the Company for a monthly fee of $20,000.
−Removed: Chief Executive officer of the Company serves as managers of the Sponsor at close of the IPO.
+Added: Chief Executive Officer of the Company serves as managers of the Sponsor as of December 31, 2025.
Critical Accounting Policies
39 unchanged sentences
The Company is subject to income tax examinations by major taxing authorities since inception.
−Removed: There was no provision for income taxes for the period from July 15, 2024 (inception) to December 31, 2024.
+Added: There is currently no taxation imposed on income by the Government of the Cayman Islands.
+Added: In accordance with Cayman income tax regulations, income taxes are not levied on the Company.
+Added: Consequently, income taxes are not reflected in the Company’s financial statements.
Net income (loss) per share
The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share.
−Removed: The Company has redeemable and nonredeemable shares of common stock.
−Removed: Income and losses are shared pro rata between the redeemable and nonredeemable shares of ordinary stock.
−Removed: Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of ordinary stock outstanding for the respective period.
−Removed: Net loss for the period from July 15, 2024 (inception) to IPO was allocated fully to the nonredeemable shares of ordinary stock.
−Removed: Net income since IPO till December 31, 2024, was allocated to redeemable and non-redeemable shares of ordinary stock.
−Removed: Diluted net income per share attributable to stockholders adjusts the basic net income per share attributable to stockholders and the weighted-average shares of ordinary stock outstanding for the potentially dilutive impact of outstanding warrants.
+Added: The Company utilize two class methodology in calculation of earning per share.
+Added: The Company has redeemable shares referred to as Class A ordinary shares and non-redeemable shares referred to as Class B ordinary shares.
+Added: Income and losses are shared pro rata between the redeemable and non-redeemable shares of ordinary share.
+Added: Net income (loss) per share of ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary share outstanding for the respective period.
+Added: Net income for the year ended December 31, 2025 was allocated to redeemable and non-redeemable shares of ordinary share.
+Added: Diluted net income per share attributable to stockholders adjusts the basic net income per share attributable to stockholders and the weighted-average shares of ordinary share outstanding for the potentially dilutive impact of outstanding warrants.
Fair value of financial instruments
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.