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Item 1. Financial Statements

2025-05-02 compared with 2024-11-12 · 172 added, 80 removed, 126 unchanged (67% of the section changed)

2 unchanged sentences

Balance Sheet

September 30,

Current assets

Deferred offering costs

Prepaid expense

Total current assets

Investment held in trust account

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accrued offering costs

Accrued expense

Promissory note

Total current liabilities

Accounts payable

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES

Class A ordinary shares;

$ 0.0001 par value, subject to possible redemption, 23,000,000 shares at redemption value

STOCKHOLDERS’ EQUITY

4 unchanged sentences

479,000,000 shares authorized;

0 issued and outstanding

707,500 issued and outstanding (excluding 23,000,000 shares subject to possible redemption)

Class B ordinary Shares, $ 0.0001 par value;

1 unchanged sentence

6,160,714 issued and outstanding

Additional paid-in capital

Accumulated deficit

Retained earnings

Total Stockholders’ Equity

3 unchanged sentences

Statement of Operations

For the period from July 15, 2024 (inception) to September 30, 2024

For the three months period ended March 31, 2025

Operating expenses:

Formation cost

General and administrative expenses

Weighted average common shares outstanding

Basic and diluted net loss per share

Loss from operations

Other income:

Investment income on trust account

Total other income

Weighted average redeemable common shares outstanding basic

Basic income per share, redeemable shares

Weighted average redeemable common shares outstanding diluted

Diluted income per share, redeemable shares

Weighted average non-redeemable common shares outstanding basic and diluted

Basic and diluted loss per non-redeemable share

The accompanying notes are an integral part of the financial statements.

1 unchanged sentence

Statement of Changes in Stockholders’ Equity

For the period from July 15, 2024 (inception) to September 30, 2024

For the three months period ended March 31, 2025

Stockholders’

Balance at July 15, 2024 (inception)

Issuance of founder shares

Issuance of additional founder shares

Balance at September 30, 2024

Balance at December 31, 2024

Accretion of Class A ordinary shares subject to possible redemption

( 2,416,319 )

Balance at March 31, 2025

The accompanying notes are an integral part of the interim financial statements.

1 unchanged sentence

Statement of Cash Flows

For the period from July 15, 2024 (inception) to September 30, 2024

For the three months period ended March 31, 2025

Cash flows from operating activities

1 unchanged sentence

Changes in operating assets and liabilities:

Deferred offering cost

Deferred offering cost payable

Accounts payable

Prepaid expenses

Net cash used in operating activities

Cash flows from investing activities

Investment in trust account

( 2,416,319 )

Net cash used in investing activities

( 2,416,319 )

Cash flows from financing activities

Promissory note

Founder share issuance

Net cash provided by operating activities

Net cash provided by Financing activities

Net increase in cash

2 unchanged sentences

Supplemental disclosure for non-cash financing activities:

Settlement of additional Founder Share issuance against the promissory note

The accompanying notes are an integral part of the financial statements.

1 unchanged sentence

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2024 (UNAUDITED)

March 31, 2025 (UNAUDITED)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

1 unchanged sentence

(the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 15, 2024.

The Company was formed for the purpose of merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”).

The Company was formed for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”)

Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial services industry.

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.

As of September 30, 2024, the Company had not yet commenced any operations.

All activity through September 30, 2024 relates to the Company’s formation and the anticipated initial public offering (“IPO”), which is described below.

As of March 31, 2025, the Company had not yet commenced any operations.

All activity through March 31, 2025 relates to the Company’s formation, the initial public offering (“IPO”), which is described below and target search for Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

1 unchanged sentence

The Company has selected December 31 as its fiscal year end.

The Company closed its IPO on October 23, 2024 and commenced operations after receiving adequate financial resources through i) the IPO of 23,000,000 units at $ 10.00 per unit (including 3,000,000 units that were issued pursuant to the underwriters’ full exercise of the over-allotment option) (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”) which is discussed in Note 3, ii) the sale of 1,000,000 $ 15.00 exercise price warrants (the “$15 Private Warrants”) at a price of $ 0.10 per $15 Private Warrant, iii) the sale of 707,500 units at $ 10.00 per unit (the “Private Units”) in a private placement to the Company’s sponsor, Aldel Investors II LLC (the “Sponsor”) and BTIG LLC ( the “Underwriter”).

Each Private Unit consist of one common share and one -half of one non-redeemable warrant (“Private Unit Warrant”).

Each whole Private Unit Warrant will entitle the holder to purchase one share of common stock at an exercise price of $ 11.50 per share.

Each $15 Private Warrant will entitle the holder to purchase one share of Common Stock at an exercise price of $ 15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis.

Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

The registration statement for the Company’s IPO was declared effective on October 21, 2024.

On October 23, 2024, the Company consummated its IPO of 23,000,000 units (the “Units”) at $ 10.00 per unit including the 3,000,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment option.

Each Unit consist of one share of Class A ordinary share of the Company, par value $ 0.0001 per share (the “Public Share”) and one -half of one redeemable warrant ( “Public Warrant”), each whole Public Warrant entitling the holder thereof to purchase one share of Class A ordinary share for $ 11.50 per share.

The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 230,000,000 .

The Public Warrants will become exercisable on the later of 30 days after the completion of Business Combination and 12 months from the closing of the IPO and will expire five years after the completion of Business Combination or earlier upon Company’s liquidation.

Simultaneously with the closing of the IPO, the Company consummated private placements (the “Private Placements”) in which (i) Aldel Investors II LLC (the “Sponsor”) and BTIG LLC (“ Underwriter”) purchased 477,500 and 230,000 private units (the “Private Units”) respectively, at a price of $ 10.00 per Private Unit, generating total proceeds of $ 7,075,000 , and (ii) the Sponsor purchased an aggregate of 1,000,000 warrants (“$15 Private Warrant”) and, together with the Private Units, the “Private Placement Securities”) at a price of $ 0.10 per warrant, each exercisable to purchase one share of Class A ordinary shares at $ 15.00 per share, for an aggregate purchase price of $ 100,000 .

Each Private Unit consists of one common share and one -half of one non-redeemable warrant (“Private Unit Warrant”).

Each whole Private Unit Warrant entitles the holder to purchase one share of ordinary share at an exercise price of $ 11.50 per share.

Each $15 Private Warrant entitles the holder to purchase one share of ordinary share at an exercise price of $ 15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, is non-redeemable, and may be exercised on a cashless basis.

Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants are not to be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

The Company’s Units are listed on the National Association of Securities Dealers Automated Quotations (“Nasdaq”).

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If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated articles of incorporation will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The holders of Public Shares will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The holders of Public Shares is entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Sponsor, officers, directors and advisors (the “Initial Shareholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased after the IPO in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated memorandum and articles of association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment;

(c) not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the amended and restated memorandum and articles of association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $15 Private Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.

However, the Initial Shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased after the IPO if the Company fails to complete its Business Combination.

The Company will have until October 23, 2026 complete a Business Combination.

As of March 31,2025, the redemption value of the trust account was approximately $ 10.24 per share.

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated articles of incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Sponsor, officers, directors and advisors (the “Initial Shareholders”) and Underwriter have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated articles of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment;

(c) not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the amended and restated articles of incorporation relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $15 Private Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.

However, the Initial Shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if the Company fails to complete its Business Combination.

The Company have 24 months from the closing of the IPO to complete a Business Combination.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100 % of the outstanding 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 (net of taxes payable), 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

13 unchanged sentences

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1% excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Use of estimates

The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

1 unchanged sentence

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of September 30, 2024.

The Company did not have any cash equivalents as of March 31, 2025.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Company coverage of $250,000.

The Company has not experienced losses on these accounts.

Marketable securities held in Trust Account

At March 31, 2025, substantially all of the assets held in the Trust Account were invested in a in short term U.S.

Treasury obligations.

During the three-month ended March 31 2025, the Company did not withdraw any interest income from the Trust Account to pay for its taxes.

Common stock subject to possible redemption

The Company accounts for its ordinary share subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” ordinary share subject to mandatory redemption is classified as a liability instrument and is measured at fair value.

Conditionally redeemable ordinary share (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, ordinary share is classified as stockholders’ equity.

The Company’s ordinary share features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at March 31, 2025, ordinary share subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value using the “at redemption value” method and accordingly recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Such changes are reflected in additional paid-in-capital and retained or accumulated deficit if additional paid in capital account equals zero.

Deferred offering costs

Deferred offering costs consist of legal, regulatory, underwriter expenses and accounting cost incurred through the balance sheet date that are directly related to the IPO and that were charged to shareholders equity upon the completion of the IPO on October 23, 2024.

Deferred offering costs consist of legal, underwriter expenses and auditor cost incurred through the balance sheet date that are directly related to the IPO and that are charged to shareholders equity upon the completion of the IPO.

Offering cost amounting to 4,613,768 (including $ 4,025,000 of underwriting fee) were charged to shareholders’ equity upon the completion of the IPO.

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits as of September 30, 2024 and no amounts accrued for interest and penalties.

There were no unrecognized tax benefits as of March 31, 2025 and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

There was no provision for income taxes for the period from July 15, 2024 (inception) to September 30, 2024.

Net loss per share

Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Shareholders.

The Company had 6,160,714 founder shares outstanding as of September 30, 2024.

The company’s year-end is December 31 and no statutory tax deadline has yet occurred.

There is currently no taxation imposed on income by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations, income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

Reconciliation of Net Income (Loss) per Common Share

The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share.

The Company utilize two class methodology in calculation of earning per share.

The Company has redeemable shares referred to as Class A ordinary shares and and non-redeemable shares referred to as Class B ordinary shares of.

Income and losses are shared pro rata between the redeemable and non-redeemable shares of ordinary share.

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.

Net income for the three-month period ended March 31, 2025 was allocated to redeemable and non-redeemable shares of ordinary share.

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.

The following table reflects the calculation of basic and diluted net income(loss) per share of ordinary share (in dollars, except per share amounts):

Net income from January 1, 2025, to March 31, 2025

For the three months period ended March 31, 2025

Non- Redeemable

Total number of ordinary shares – Basic

Ownership percentage

Total income allocated by class

Accretion allocated based on ownership percentage

( 1,860,565 )

( 2,416,319 )

Accretion applicable to the redeemable class

Total income (loss) by class

Weighted average shares

Earnings (loss) per ordinary share - Basic

For the three months period ended March 31, 2025

Non- Redeemable

Total number of ordinary shares – Diluted

Ownership percentage

Total income allocated by class

Accretion allocated based on ownership percentage

( 1,957,218 )

( 2,416,319 )

Accretion applicable to the redeemable class

Total income (loss) by class

Weighted average shares

Earnings (loss) per ordinary share - Diluted

Fair value of financial instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities.

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The fair value of the marketable securities held in Trust Account is determined using the level 1 input.

Recently issued accounting standard

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Management reviewed the updates to the improvement to reporting segment under ASU 2023-07 – Segment Reporting.

The company is a special purpose acquisition company and does not have any operation.

As such the management does not have metric established to measure performance.

The management view the updated will have no material effect on the Company’s financial statement.

INITIAL PUBLIC OFFERING

On October 23, 2024, the Company consummated its IPO of 23,000,000 Units, including 3,000,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment option.

The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 230,000,000 .

The registration statement for the Company’s IPO was declared effective on October 21, 2024.

On October 23, 2024, the Company consummated its IPO of 23,000,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment option.

The Units were sold at $ 10.00 per Unit, generating gross proceeds to the Company of $ 230,000,000 .

PRIVATE PLACEMENT

Simultaneously with the closing of the IPO, the Company consummated Private Placements in which (i) Sponsor and Underwriter purchased 477,500 and 230,000 Private Units respectively, at a price of $ 10.00 per Private Unit, generating total proceeds of $ 7,075,000 , and (ii) the Sponsor purchased an aggregate of 1,000,000 $ 15 Private Warrants at a price of $ 0.10 per warrant, each exercisable to purchase one share of Class A ordinary share at $ 15.00 per share, for an aggregate purchase price of $ 100,000 .

Following the closing of the IPO on October 23, 2024, 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 the Trust Account and invested in U.S.

government Securities.

RELATED PARTY TRANSACTIONS

Founder Shares

On July 19, 2024, the Company issued an aggregate of 5,750,000 Class B ordinary shares (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $ 25,000 in cash.

On July 19, 2024, the Company issued an aggregate of 5,750,000 shares of ordinary share (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $ 25,000 in cash.

On August 13,2024 the Sponsor transferred an aggregate of 690,000 Founder Shares to members of the Company’s management and board of directors, resulting in the Sponsor holding 5,060,000 Founder Shares.

2 unchanged sentences

This resulted in Sponsor holding 5,470,714 Founder Shares.

The Initial Shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50 % of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading day period commencing after a Business Combination, with respect to the remaining 50 % of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Public Shares for cash, securities or other property.

The Initial Shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50 % of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary share equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading day period commencing after a Business Combination, with respect to the remaining 50 % of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Public Shares for cash, securities or other property.

Promissory Notes

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The purchase price was satisfied against the promissory note between Company and Sponsor dated July 19, 2024.

As of September 30, 2024, there was 178,334 outstanding under the promissory notes.

The promissory notes are noninterest bearing and payable on the consummation of the IPO

The promissory note was full paid after the IPO.

As of March 31, 2025, there was no balance outstanding 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 will perform certain services for the Company for a monthly fee of $ 20,000 .

Chief Executive officer of the Company serves as the managers of the Sponsor at close of the IPO.

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 .

Chief Executive officer and a director of the Company serves as the managers of the Sponsor at close of IPO.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

Pursuant to the registration right agreement entered into on October 21, 2024, the holders of the Founder Shares, the Private Units, the $15 Private Warrants (and their underlying securities) are entitled to registration rights.

The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights.

The Company bore the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights.

Underwriting Agreement

The Company granted the underwriters a 45 -day option to purchase up to 3,000,000 additional Units to cover over-allotments at the IPO price.

On October 21, 2024, the underwriters exercised the over-allotment in full, and the closing of the issuance and sale of the additional Units occurred simultaneously with the closing of the IPO on October 23, 2024.

The Underwriter received a $ 4,025,000 underwriting discount at IPO closing which represents 1.75 % of the gross proceeds of the IPO.

4 unchanged sentences

Ordinary Shares – The Company is authorized to issue 500,000,000 total shares of par value $ 0.0001 each, including 479,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, as well as 1,000,000 preferred shares, $ 0.0001 par value each.

There were 6,160,714 Class B or Founder Shares issued and outstanding as of September 30, 2024.

Warrants — Public Warrants can only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $ 11.50 per share, and will become exercisable on the later of 30 days after the completion of the Business Combination and 12 months from the closing of the IPO.

There were 6,160,714 Class B or Founder Shares issued and outstanding as of March 31, 2025.

There were 707,500 shares of Class A ordinary shares outstanding as of March 31, 2025, excluding 23,000,000 shares subject to possible redemption.

Each Class A and Class B ordinary share has one voting right.

Warrants — Public Warrants may only be exercised for a whole number of shares.

No fractional shares are to be issued upon exercise of the Public Warrants.

Each whole Public Warrant entitles the holder to purchase one share of ordinary share at an exercise price of $ 11.50 per share, and will become exercisable on the later of 30 days after the completion of the Business Combination and 12 months from the closing of the IPO.

The Public Warrants will expire on the fifth anniversary of the completion of the Business Combination, or earlier upon redemption or liquidation.

The Company may redeem the Public Warrants i) at a redemption price of $ 0.01 per warrant, ii) at any time after the Public Warrants become exercisable, iii) upon a minimum of 30 days ’ prior written notice of redemption, iv) if, and only if, the last sales price of Company’s common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 trading day period commencing after the date the Public Warrants become exercisable and ending three business days before Company sends the notice of redemption, and v) if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such Public Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

The Company may redeem the Public Warrants i) at a redemption price of $ 0.01 per warrant, ii) at any time after the Public Warrants become exercisable, iii) upon a minimum of 30 days ’ prior written notice of redemption, iv) if, and only if, the last sales price of Company’s ordinary share equals or exceeds $ 18.00 per share for any 20 trading days within a 30 trading day period commencing after the date the Public Warrants become exercisable and ending three business days before Company sends the notice of redemption, and v) if, and only if, there is a current registration statement in effect with respect to the shares of ordinary share underlying such Public Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

Company has 11,500,000 (including 1,500,000 pursuant to the full exercise of underwriters’ over-allotment option) Public Warrant outstanding at close of the IPO.

The $15 Private Warrants entitles the holder to purchase one common share at an exercise price of $ 15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis.

The company has 1,000,000 $15 Private Warrant outstanding at the close of IPO.

The Private Unit Warrants have similar terms to the Public Warrants underlying the Units being sold in the IPO, except that the Private Unit Warrants will be non-redeemable and may be exercised on a cashless basis.

Additionally, Private Unit Warrants and the shares issuable upon the exercise of the Private Unit Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Company have 353,750 (including 33,750 pursuant to the full exercise of underwriters’ over-allotment option) Private Unit Warrants underlying the Private Units outstanding at the close of IPO.

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except as described above, the warrants will not be adjusted for issuances of shares at a price below its exercise price.

Company have 1,000,000 $15 Private Warrant outstanding at the close of IPO.

The Private Unit Warrants have terms similar to the Public Warrants underlying the Units sold in the IPO, except that the Private Unit Warrants are non-redeemable and may be exercised on a cashless basis.

Additionally, Private Unit Warrants and the shares issuable upon the exercise of the Private Unit Warrants are not to be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Company has 353,750 (including 33,750 pursuant to the full exercise of underwriters’ over-allotment option) Private Unit Warrants underlying the Private Units outstanding at the close of IPO.

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except as described above, the warrants will not be adjusted for issuances of ordinary share at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants.

If the Company is unable to complete a Business Combination and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants.

Accordingly, the warrants may expire worthless.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to November 12, 2024, the date that the financial statements were issued.

The registration statement for the Company’s IPO was declared effective on October 21, 2024.

On October 23, 2024, the Company consummated its IPO of 23,000,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment option.

The Units were sold at $ 10.00 per Unit, generating gross proceeds to the Company of $ 230,000,000 .

Simultaneously with the closing of the IPO, the Company consummated the Private Placement of Private Units and $15 Private Warrants generating proceeds of $ 7,175,000 .

government Securities.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to May 2 2025, the date that the financial statements were issued.

There were no subsequent events to report.

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.

What changed 10-Q

Item 1. Financial Statements