What changed in this filing

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Item 1. Financial Statements

2025-08-13 compared with 2025-05-15 · 77 added, 68 removed, 355 unchanged (29% of the section changed)

2 unchanged sentences

CONDENSED BA LANCE SHEETS

MARCH 31, 2025

JUNE 30, 2025

DECEMBER 31, 2024

14 unchanged sentences

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

34,500,000 shares at $ 10.73 and $ 10.61 per share at March 31, 2025 and December 31, 2024, respectively

34,500,000 shares at $ 10.84 and $ 10.61 per share on cash held in Trust Account at June 30, 2025 and December 31, 2024, respectively

Shareholders' deficit

1 unchanged sentence

5,000,000 shares authorized;

none issued or outstanding at September 30, 2024 and December 31, 2023

none issued or outstanding at June 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

none issued or outstanding (excluding 34,500,000 shares subject to possible redemption) at March 31, 2025 and December 31, 2024

none issued or outstanding (excluding 34,500,000 shares subject to possible redemption) at June 30, 2025 and December 31, 2024

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

8,625,000 shares issued and outstanding at March 31, 2025 and December 31, 2024

8,625,000 shares issued and outstanding at June 30, 2025 and December 31, 2024

Additional paid-in capital

5 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

For The Three Months Ended March 31, 2025

For The Three Months Ended March 31, 2024

For The Three Months Ended June 30, 2025

For The Three Months Ended June 30, 2024

For The Six Months Ended June 30, 2025

For The Six Months Ended June 30, 2024

General and administrative (1)

Gain (loss) from operations

Loss from operations

Interest on cash held in Trust Account

Waived legal fees

Net (loss) income

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption

Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted

Basic and diluted net income per share, Class B non-redeemable ordinary shares

Basic and diluted net (loss) income per share, Class B non-redeemable ordinary shares

(1) In the first quarter of fiscal year 2025, the Company recognized a waiver of legal fees totaling $ 2,076,234 related to the terminated merger transaction.

5 unchanged sentences

CONDENSED STATEMENTS OF CH ANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS ’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Ordinary Shares Subject

to Possible Redemption

FOR THE SIX MONTHS ENDED JUNE 30, 2025

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Shareholders’

Additional Paid-In Capital

Accumulated Deficit

Total Shareholders' Deficit

Balance as of January 1, 2025

1 unchanged sentence

Balance as of March 31, 2025 (unaudited)

FOR THE THREE MONTHS ENDED MARCH 31, 2024

Ordinary Shares Subject

to Possible Redemption

Accretion of Class A ordinary shares to redemption value

Balance as of June 30, 2025 (unaudited)

FOR THE SIX MONTHS ENDED JUNE 30, 2024

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Shareholders’

Additional Paid-In Capital

Accumulated Deficit

Total Shareholders' Deficit

Balance as of January 1, 2024

1 unchanged sentence

Balance as of March 31, 2024 (unaudited)

Remeasurement of Class A ordinary shares to redemption value

Balance as of June 30, 2024 (unaudited)

The accompanying notes are an integral part of these condensed financial statements.

1 unchanged sentence

CONDENSED STATEMENTS O F CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

FOR THE THREE MONTHS ENDED MARCH 31, 2024

FOR THE SIX MONTHS ENDED JUNE 30, 2025

FOR THE SIX MONTHS ENDED JUNE 30, 2024

Cash Flows from Operating Activities

1 unchanged sentence

Interest on cash held in Trust Account

General and administrative expenses funded by a note payable to Sponsor and affiliates

Changes in operating assets and liabilities:

2 unchanged sentences

Accounts payable

Accounts payable - related party

Accrued expenses

10 unchanged sentences

NOTES TO UNAUDITED CONDENSED F INANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Note 1 – Description of Organization and Business Operations

8 unchanged sentences

All activity subsequent to the Public Offering relates to the Company’s search for a target business with which to complete its Initial Business Combination.

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

As of June 30, 2025, the Company had not yet commenced operations.

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

47 unchanged sentences

Additionally, each of the Parties has agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the Business Combination Agreement and the related transactions, including the Termination, subject to certain exceptions, as set forth in the Termination Agreement.

Pursuant to Section 11.04 of the Business Combination Agreement, the Company and Sponsor paid an aggregate of $ 5,510,620 AUSD to the Sellers.

Pursuant to Section 11.04 of the Business Combination Agreement, the Company and Sponsor paid an aggregate of $ 3,465,798 (or $ 5,510,620 AUD) to the Sellers.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the Termination Agreement, which is filed as an exhibit to this Quarterly Report as Exhibit 10.8.

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.

4 unchanged sentences

Furthermore, there is currently significant uncertainty regarding the future relationship between the United States and various other countries arising from changes that may be implemented by the new presidential administration, including with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations.

Any actions taken by the United States’ federal government that

restrict or could impact the economics of trade—including additional tariffs, trade barriers, and other similar measures—could have the potential to disrupt existing supply chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation, setting foreign exchange or capital controls, or establishing embargos, sanctions, or other import/export restrictions, thereby negatively impacting our business, both directly and indirectly.

Any actions taken by the United States’ federal government that restrict or could impact the economics of trade—including additional tariffs, trade barriers, and other similar measures—could have the potential to disrupt existing supply chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation, setting foreign exchange or capital controls, or establishing embargos, sanctions, or other import/export restrictions, thereby negatively impacting our business, both directly and indirectly.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, including the imposition of tariffs, could adversely affect the Company’s search for an initial business combination and any target business with which it may ultimately consummate an initial business combination.

Liquidity and Capital Resources

As of March 31, 2025, the Company had a cash balance of $ 1 .

As of June 30, 2025, the Company had a cash balance of $ 1 .

Following the closing of the Public Offering, the Company’s liquidity needs were satisfied through an amount from net proceeds from the Public Offering and the sale of Private Placement Warrants held outside of the Trust Account for existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Initial Business Combination.

3 unchanged sentences

On August 28, 2024, the Company issued an unsecured promissory note (“Working Capital Note”) of $ 1,500,000 to its Sponsor to cover cost incurred in connection with the proposed business combination and other working capital requirements.

As of March 31, 2025, there was $ 838,405 outstanding under the Working Capital Note.

As of June 30, 2025, there was $ 838,405 outstanding under the Working Capital Note.

The Company has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans, including the proposed business combination.

13 unchanged sentences

As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

9 unchanged sentences

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

The Company had $ 1 in cash as of March 31, 2025 and December 31, 2024.

There were no cash equivalents as of March 31, 2025 and December 31, 2024.

The Company had $ 1 in cash as of June 30, 2025 and December 31, 2024.

There were no cash equivalents as of June 30, 2025 and December 31, 2024.

Cash Held in Trust Account

8 unchanged sentences

According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable.

The Public Shares subject to possible redemption reflected on the balance sheet as of March 31, 2025 are reconciled in the following table:

Class A ordinary shares subject to possible redemption at January 1, 2024

Remeasurement of Class A ordinary shares to redemption value

The Public Shares subject to possible redemption reflected on the balance sheets as of June 30, 2025 are reconciled in the following table:

Class A ordinary shares subject to possible redemption at December 31, 2024

Remeasurement of Class A ordinary shares to redemption value

Accretion of Class A ordinary shares to redemption value

Class A ordinary shares subject to possible redemption at March 31, 2025 (unaudited)

Accretion of Class A ordinary shares to redemption value

Class A ordinary shares subject to possible redemption at June 30, 2025 (unaudited)

Financial Instruments

10 unchanged sentences

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

There were no investments, assets or liabilities requiring fair value measurement as of March 31, 2025 and December 31, 2024.

There were no investments, assets or liabilities requiring fair value measurement as of June 30, 2025 and December 31, 2024.

Derivative Financial Instruments

7 unchanged sentences

The Company determined that the conversion option embedded in its Working Capital Note, issued on August 28, 2024, should be bifurcated and accounted for as a derivative in accordance with ASC 815.

The exercise price of the underlying warrants was lower than the closing price of the Public Shares as of March 31, 2025.

The exercise price of the underlying warrants was lower than the closing price of the Public Shares as of June 30, 2025.

As such, the Company believes the likelihood of the Sponsor exercising the conversion option is remote and the value of such option is de minimis.

Consequently, no liability was recorded for the conversion option.

As of March 31, 2025, the outstanding balance under the Working Capital Note was $ 838,405 .

As of June 30, 2025, the outstanding balance under the Working Capital Note was $ 838,405 .

Offering Costs Associated with the Public Offering

3 unchanged sentences

Offering costs allocated to the Public Shares were charged against the carrying value of Public Shares subject to possible redemption.

Net Income Per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period.

For the three months ended March 31, 2025 and 2024, the Company did not consider the effect of the warrants sold in the Public Offering and Private Placement to purchase Public Shares in the calculation of diluted income per ordinary share, since their inclusion is contingent on a future event.

A reconciliation of the net income per ordinary share is below:

For The Three Months Ended March 31, 2025

For The Three Months Ended March 31, 2024

Net Loss or Income Per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period.

For the six months ended June 30, 2025 and 2024, the Company did not consider the effect of the warrants sold in the Public Offering and Private Placement to purchase Public Shares in the calculation of diluted income per ordinary share, since their inclusion is contingent on a future event.

A reconciliation of the net (loss) income per ordinary share is below:

For The Three Months Ended June 30, 2025

For The Three Months Ended June 30, 2024

For The Six Months Ended June 30, 2025

For The Six Months Ended June 30, 2024

Redeemable Class A Ordinary Shares

Net income allocable to redeemable Class A ordinary shares

Net (loss) income allocable to redeemable Class A ordinary shares

Weighted average shares outstanding, redeemable Class A ordinary shares

Basic and diluted weighted average shares outstanding, redeemable Class A ordinary shares

Basic and diluted net income per share, redeemable Class A ordinary shares

Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption

Non-Redeemable Class B Ordinary Shares

Net income allocable to non-redeemable Class B ordinary shares

Net (loss) income allocable to non-redeemable Class B ordinary shares

Weighted average non-redeemable Class B ordinary shares

Basic net income per share, non-redeemable Class B ordinary shares

Basic and diluted net (loss) income per share, Class B non-redeemable ordinary shares

The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes.” FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of March 31, 2025 and December 31, 2024.

There were no unrecognized tax benefits as of June 30, 2025 and December 31, 2024.

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

No amounts were accrued for the payment of interest and penalties as of March 31, 2025 and December 31, 2024.

No amounts were accrued for the payment of interest and penalties as of June 30, 2025 and December 31, 2024.

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

48 unchanged sentences

Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

As of March 31, 2025 and December 31, 2024, the Company incurred $ 30,000 and $ 120,000 respectively, in administrative fees and recorded within “Accounts payable – related party” on the balance sheets.

As of June 30, 2025 and December 31, 2024, the Company incurred $ 60,000 and $ 120,000 respectively, in administrative fees and recorded within “Accounts payable – related party” on the balance sheets.

Related Party Loans

7 unchanged sentences

Accounts Payable - Related Party

As of March 31, 2025 and December 31, 2024, the Company had $ 3,217,197 and $ 1,909,776 , respectively, due to related party recorded in “Accounts payable – related party” on the balance sheets.

As of June 30, 2025 and December 31, 2024, the Company had $ 7,506,145 and $ 1,909,776 , respectively, due to related party recorded in “Accounts payable – related party” on the balance sheets.

These amounts represent formation, offering, and general and administrative expenses paid on behalf of the Company and is due on demand.

11 unchanged sentences

The Working Capital Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable.

As of March 31, 2025 and December 31, 2024, the Company had $ 838,405 outstanding under the Working Capital Note, respectively.

As of June 30, 2025 and December 31, 2024, the Company had $ 838,405 outstanding under the Working Capital Note, respectively.

Note 5 – Commitments and Contingencies

10 unchanged sentences

The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of March 31, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

As of June 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Ordinary Shares

2 unchanged sentences

Holders of the Public Shares and Founder Shares are entitled to one vote for each ordinary share (except as otherwise expressed in the Company’s amended and restated memorandum and articles of association).

As of March 31, 2025 and December 31, 2024, there were 34,500,000 Public Shares issued and outstanding subject to possible redemption.

As of June 30, 2025 and December 31, 2024, there were 34,500,000 Public Shares issued and outstanding subject to possible redemption.

The Sponsor agreed to forfeit up to an aggregate of 1,125,000 Founder Shares depending on the extent to which the over-allotment option was not exercised by the underwriters so that the Founder Shares would represent 20 % of the Company’s issued and outstanding shares after the Public Offering.

On November 13, 2023, in connection with the consummation of the Public Offering, the underwriters exercised their over-allotment option in full and the 1,125,000 Founder Share are no longer subjected to forfeiture.

As of March 31, 2025 and December 31, 2024, there were 8,625,000 Founder Shares issued and outstanding.

As of March 31, 2025 and December 31, 2024, there were 26,650,000 warrants ( 17,250,000 Public Warrants and 9,400,000 Private Placement Warrants) outstanding.

As of June 30, 2025 and December 31, 2024, there were 8,625,000 Founder Shares issued and outstanding.

As of June 30, 2025 and December 31, 2024, there were 26,650,000 warrants ( 17,250,000 Public Warrants and 9,400,000 Private Placement Warrants) outstanding.

Each whole warrant entitles the holder thereof to purchase one Public Share at a price of $ 11.50 per share, subject to adjustment as described herein.

27 unchanged sentences

ASC Topic 280,“Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an

enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The CODM has been identified as the Chief Financial Officer of the Company, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

3 unchanged sentences

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

March 31, 2025

June 30, 2025

December 31, 2024

Cash held in Trust Account

For the three months

ended March 31,

For the six months

ended June 30,

General and administrative expenses

3 unchanged sentences

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs , as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

General and administrative costs , as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures.

Note 8 – Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no events, except for the Termination as described in Note 1 “Description of Organization and Business Operations—Termination of Business Combination Agreement”, that would have required adjustment or disclosure in the unaudited condensed financial statements.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no events that would have required adjustment or disclosure in the unaudited condensed financial statements.

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