24 unchanged sentences
This amount includes the exercise in full of the underwriters’ option to purchase an additional 900,000 warrants to cover over-allotments.
−Removed: Approximately $345.0 million ($10.00 per Unit) of the net proceeds of the Public Offering (including the Over-Allotment Units and approximately $12.1 million of the underwriters’ deferred discount) and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”) located in the United States with the Continental Stock Transfer & Trust Company (the “Trustee”), and invested only in U.S.
−Removed: “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.
−Removed: government treasury obligations, as determined by the Company, until the earlier of:
+Added: Approximately $345.0 million ($10.00 per Unit) of the net proceeds of the Public Offering (including the Over-Allotment Units and approximately $12.1 million of the underwriters’ deferred discount) and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”) located in the United States with the Continental Stock Transfer & Trust Company (the “Trustee”), and held only as cash items in an interest-bearing demand deposit account at a bank, until the earlier of:
(i) the completion of our initial business combination and (ii) the distribution of the Trust Account as otherwise permitted under our amended and restated memorandum and articles of association.
−Removed: If we are unable to complete an initial business combination within 24 months from the closing of the Public Offering, or November 13, 2025, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the 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 on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses and 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
+Added: If we are unable to complete an initial business combination by the Extended Termination Date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the
+Added: 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 on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses and 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Proposed Business Combination
7 unchanged sentences
Note 1 “Description of Organization and Business Operations—Termination of Business Combination Agreement” to this Quarterly Report on Form 10-Q for additional information.
+Added: On November 10, 2025, the Company held the Extension Meeting, where shareholders approved the Extension Proposal, and issued the Extension Promissory Note.
+Added: See Part I, Item 1.
+Added: Note 1 “Description of Organization and Business Operations—Extension” to this Quarterly Report on Form 10-Q for additional information.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
−Removed: 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.
+Added: Our only activities from March 22, 2021 (inception) through September 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 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.
−Removed: 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.
+Added: For the nine months ended September 30, 2025, we reported net income of $7,299,715 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 $3,495,936 in other general and administrative expenses) and $12,185,215 of interest on cash held in Trust Account.
+Added: For the nine months ended September 30, 2024, we reported net income of $6,869,813 which consisted of general and administrative expenses of $7,403,914, offset by $14,273,727 of interest on cash held in Trust Account.
Liquidity and Capital Resources
−Removed: As of June 30, 2025, the Company had a cash balance of $1 and a working capital deficit of $14,447,616.
+Added: As of September 30, 2025, the Company had a cash balance of $1 and a working capital deficit of $15,184,781.
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 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.
−Removed: 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
−Removed: its business prior to an initial business combination.
+Added: For the nine months ended September 30, 2025, cash used in operating activities was $0, which is made up of a net income of $7,299,715, changes in operating assets and liabilities of $4,885,500.
+Added: These amounts were offset by an interest on cash held in Trust Account of $12,185,215.
+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 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 June 30, 2025, the outstanding balance under the Working Capital Note (as defined below) was $838,405.
+Added: As of September 30, 2025, the outstanding balance under the Working Capital Note (as defined below) was $838,405.
See Part I, Item 2.
1 unchanged sentence
The Company has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans, including the proposed business combination.
−Removed: The Company has until November 13, 2025 to complete a business combination or cease all operations except for the purpose of liquidating.
−Removed: In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements–Going Concern,” our management has determined that this condition raises substantial doubt about the Company’s ability to continue as a going concern through one year from the filing date of this report if a business combination is not consummated.
+Added: The Company has until the Extended Termination Date to complete a business combination or cease all operations other than those required for the purpose of liquidation.
+Added: The Company’s management has determined that the Company has access to funds from the Sponsor, and the Sponsor has the financial ability to provide such funds, that are sufficient to fund the working capital needs of the Company through one year from the date of these unaudited condensed financial statements.
+Added: In connection with management’s evaluation of the Company’s ability to continue as a going concern in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” the mandatory liquidation date raises substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date these unaudited condensed financial statements are issued, if a business combination is not consummated by that date.
No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after this date.
12 unchanged sentences
Upon completion of an initial business combination or the Company’s liquidation, we will cease paying these monthly fees.
−Removed: For the six months ended June 30, 2025 and 2024, the Company incurred $60,000 and $60,000, respectively, in administrative fees.
+Added: For the nine months ended September 30, 2025 and 2024, the Company incurred $90,000 and $90,000, respectively, in administrative fees.
Promissory Note
1 unchanged sentence
The Working Capital Note does not bear interest and is repayable in full upon consummation of an initial business combination.
−Removed: If the Company does not complete an initial business combination, the Working Capital Note will not be repaid and all amounts owed under the Working Capital Note will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account.
+Added: If the Company does not complete an initial business combination, the Working Capital Note will not be repaid and all amounts owed under the Working Capital
+Added: Note will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account.
Immediately prior to the consummation of an initial business combination, Warrant Holdings Sponsor may elect to convert all or any portion of the unpaid principal balance of the Working Capital Note into that number of warrants, each entitling the holder to purchase one Public Share (the “Working Capital Warrants”) equal to the principal amount of the Working Capital Note so converted divided by $1.00.
1 unchanged sentence
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 June 30, 2025, the outstanding balance under the Working Capital Note was $838,405.
+Added: As of September 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 June 30, 2025, 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 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.
+Added: Our principle executive officer and principle financial officer evaluated the effectiveness of our disclosure controls and procedures as of September 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 September 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.