What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2026-08-07 compared with 2026-05-15 · 14 added, 28 removed, 14 unchanged (75% of the section changed)

9 unchanged sentences

Each Unit consists of one Ordinary Share, $0.000075

par value, of the Company and one Right, each Right entitling the holder thereof to receive one-tenth of one Ordinary Share upon the

completion of the Company’s initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating

gross proceeds of $60,000,000.

EarlyBirdCapital, Inc.

acted as sole book-running manager of the Initial Public Offering.

The securities

in the offering were registered under the Securities Act on a registration statement on Form S-1 (No.

The registration

statement became effective on October 20, 2025.

par value, and one Right, each entitling the holder to receive one-tenth of one Ordinary Share upon completion of the Company’s

initial Business Combination.

The Units were sold at $10.00 per Unit, generating gross proceeds of $60,000,000.

EBC acted as sole book-running

The securities were registered under the Securities Act on Form S-1 (File No.

333-280565), which was declared effective on October

Simultaneously

with the consummation of the IPO, the Company consummated a private placement (the “ Private

Placements ”) of 252,500 units (“ Private Placement Units ”),

at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,525,000.

The Private Placement Units were purchased

by the Company’s sponsors, Alisa Group Limited and Calisa Holding LP, and EarlyBirdCapital, Inc., the representative of the underwriters

in the IPO (the “Representative”).

The Private Placement Units are identical to the Units sold in the IPO.

The purchasers

of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units or Ordinary Shares or Rights

underlying the Private Placement Units, subject to certain customary exceptions, until the completion of the Company’s initial

business combination.

The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section

4(a)(2) of the Securities Act of 1933, as amended.

The issuance was made pursuant to the exemption from registration contained

in Section 4(a)(2) of the Securities Act.

October 23, 2025, an aggregate of $60,000,000 was deposited into the Trust Account established with Continental Stock Transfer &

Trust Company, acting as trustee, in connection with the IPO.

with the IPO, the Company completed a private placement of 252,500 Private Placement Units at $10.00 per unit, generating gross proceeds

of $2,525,000.

The Private Placement Units were purchased by the Sponsors and EBC and are identical to the Units sold in the IPO, subject

to customary transfer restrictions.

The issuance was exempt from registration under Section 4(a)(2) of the Securities Act.

October 23, 2025, $60,000,000 was deposited into the Trust Account established with Continental Stock Transfer & Trust Company as

trustee in connection with the IPO.

costs amounted to $1,960,106, consisting of $1,200,000 of cash underwriting fees, and $760,106 of other offering costs.

1 unchanged sentence

charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion

a description of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

a description of the proceeds generated in the IPO, see Part I, Item 2 of this Form 10-Q.

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 2. Unregistered Sales of Equity Securities