40 unchanged sentences
We have neither engaged in any operations nor generated any revenues to date.
−Removed: Our only activities from March 22, 2021 (inception) through March 31, 2025 were organizational activities, those necessary to prepare for the Public Offering, described below, and subsequent to the Public Offering, the Company’s search for a target business with which to complete an initial business combination.
+Added: Our only activities from March 22, 2021 (inception) through June 30, 2025 were organizational activities, those necessary to prepare for the Public Offering, described below, and subsequent to the Public Offering, the Company’s search for a target business with which to complete an initial business combination.
We do not expect to generate any operating revenues until after the completion of our initial business combination, at the earliest.
1 unchanged sentence
We are incurring 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 an initial business combination.
−Removed: For the three months ended March 31, 2025, we reported net income of $4,017,775 which consisted of general and administrative expenses (inclusive of $2,076,234 of waived legal fees offset against $2,036,401 in general and administrative expenses incurred) and $3,977,942 of interest on Trust Account.
−Removed: For the three months ended March 31, 2024, we reported net income of $4,136,680 which consisted of general and administrative expenses of $551,258, offset by $4,687,938 of interest on Trust Account.
+Added: For the six months ended June 30, 2025, we reported net income of $3,885,889 which consisted of general and administrative expenses (inclusive of $2,076,234 of waived legal fees offset against $3,465,798 of related party paid merger termination fees and $2,758,770 in other general and administrative expenses) and $8,034,224 of interest on cash held in Trust Account.
+Added: For the six months ended June 30, 2024, we reported net income of $6,379,230 which consisted of general and administrative expenses of $3,064,836, offset by $9,444,066 of interest on cash held in Trust Account.
Liquidity and Capital Resources
−Removed: As of March 31, 2025, the Company had a cash balance of $1 and a working capital deficit of $10,259,448.
+Added: As of June 30, 2025, the Company had a cash balance of $1 and a working capital deficit of $14,447,616.
Following the closing of the Public Offering, the Company’s liquidity needs were satisfied through using 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.
−Removed: For the three months ended March 31, 2025, cash used in operating activities was $0, which is made up of a net income of $4,017,775, changes in operating assets and liabilities of $1,347,254, and general and administrative expenses funded by a note payable to Sponsor of $1,307,421.
+Added: For the six months ended June 30, 2025, cash used in operating activities was $0, which is made up of a net income of $3,885,889, changes in operating assets and liabilities of $4,148,335.
These amounts were offset by an interest on Trust Account of $8,034,224.
−Removed: If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an initial business combination.
+Added: If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate
+Added: its business prior to an initial business combination.
Moreover, the Company may need to obtain additional financing either to complete an initial business combination or because it becomes obligated to redeem a significant number of its public shares upon completion of an initial business combination, in which case the Company may issue additional securities or incur debt in connection with such initial business combination.
In addition, in order to finance transaction costs in connection with an initial business combination, our officers, directors and initial shareholders may, but are not obligated to, provide us with loans up to $1,500,000 as the Company may require (“Working Capital Loans”).
−Removed: As of March 31, 2025, the outstanding balance under the Working Capital Note (as defined below) was $838,405.
+Added: As of June 30, 2025, the outstanding balance under the Working Capital Note (as defined below) was $838,405.
See Part I, Item 2.
17 unchanged sentences
Upon completion of an initial business combination or the Company’s liquidation, we will cease paying these monthly fees.
−Removed: For the three months ended March 31, 2025 and 2024, the Company incurred $30,000 and $30,000, respectively, in administrative fees.
+Added: For the six months ended June 30, 2025 and 2024, the Company incurred $60,000 and $60,000, respectively, in administrative fees.
Promissory Note
5 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.
−Removed: As of March 31, 2025, the outstanding balance under the Working Capital Note was $838,405.
+Added: As of June 30, 2025, the outstanding balance under the Working Capital Note was $838,405.
Critical Accounting Estimates
26 unchanged sentences
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to our principle executive officer and principle financial officer, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: Our principle executive officer and principle financial officer evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2024, pursuant to Rule 13a-15(b) under the Exchange Act.
−Removed: Based upon that evaluation, our principle executive officer and principle financial officer concluded that, as of September 30, 2024, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective during the period covered by this report.
+Added: Our principle executive officer and principle financial officer evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025, pursuant to Rule 13a-15(b) under the Exchange Act.
+Added: Based upon that evaluation, our principle executive officer and principle financial officer concluded that, as of June 30, 2025, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective during the period covered by this report.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.
7 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.