19 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 March 31, 2025, the Company had not yet commenced any operations.
−Removed: All activity through March 31, 2025 relates to the Company’s formation and the initial public offering (“IPO”), which is described below and target search for Business Combination.
+Added: As of June 30, 2025, the Company had not yet commenced any operations.
+Added: All activity through June 30, 2025 relates to the Company’s formation and 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 Business Combination, at the earliest.
24 unchanged sentences
There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
−Removed: As of March 31, 2025, the redemption value of the trust account was approximately $10.24 per share.
+Added: As of June 30, 2025, the redemption value of the trust account was approximately $10.35 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.
10 unchanged sentences
We have neither engaged in any operations nor generated any revenues to date.
−Removed: Our activities through March 31, 2025 were organizational activities, including those necessary to prepare for the IPO and identifying a target company for a Business Combination.
+Added: Our activities through June 30, 2025 were organizational activities, including those necessary to prepare for the IPO and identifying a target company for a Business Combination.
We do not expect to generate any operating revenues until after the completion of our Business Combination.
1 unchanged sentence
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 in connection with completing a Business Combination.
−Removed: For the three months ended March 31, 2025, the Company reported net income of $2,251,489, which consists of $2,416,318, in investment income earned in Trust Account, offset by $164,829 of general and administrative expenses.
+Added: For the three months ended June 30, 2025, the Company reported net income of $2,389,999, which consists of $2,495,957, in investment income earned in Trust Account, offset by $105,958 of general and administrative expenses.
+Added: For the six months ended June 30, 2025, the Company reported net income of $4,641,489, which consists of $4,912,276, in investment income earned in Trust Account, offset by $270,787 of general and administrative expenses.
Liquidity and Capital Resources
−Removed: As of March 31, 2025, the Company held a cash balance of $879,289.
+Added: As of June 30, 2025, the Company held a cash balance of $809,438.
Prior to the IPO, our liquidity needs were satisfied through the $25,000 proceeds received from the Sponsor for purchase of Founder Shares (as defined below), as well as $180,000 loan from Sponsor under a promissory note (“Promissory Notes”).
4 unchanged sentences
In order to finance transaction costs in connection with a 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 (“Working Capital Loans”).
−Removed: As of March 31, 2025, there were no Working Capital Loans under this arrangement.
+Added: As of June 30, 2025, there were no Working Capital Loans under this arrangement.
We do not believe we need to raise additional funds in order to meet the expenditures required for operating our business.
1 unchanged sentence
Off-Balance Sheet Arrangement
−Removed: We have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025.
+Added: We have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.
Contractual Obligations
19 unchanged sentences
The purchase price was satisfied against the promissory note between Company and Sponsor dated July 19, 2024.
−Removed: As of March 31, 2025, there was no outstanding balance under the promissory notes.
+Added: As of June 30, 2025, there was no outstanding balance under the promissory notes.
Administrative Services Agreement
24 unchanged sentences
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.
−Removed: 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.
+Added: Accordingly, at June 30, 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.
2 unchanged sentences
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
−Removed: The Company did not have any cash equivalents as of March 31, 2025.
+Added: The Company did not have any cash equivalents as of June 30, 2025.
Deferred offering costs
6 unchanged sentences
The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.
−Removed: There were no unrecognized tax benefits as of March 31, 2025 and no amounts accrued for interest and penalties.
+Added: There were no unrecognized tax benefits as of June 30, 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.
10 unchanged sentences
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.
−Removed: Net income for the three-month period ended March 31, 2025 was allocated to redeemable and non-redeemable shares of ordinary share.
+Added: Net income for the six-month period ended June 30, 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.
6 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.