What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2026-08-13 compared with 2026-05-14 · 14 added, 32 removed, 4 unchanged (92% of the section changed)

Unregistered Sales

of Equity Securities and Use of Proceeds

On August 4, 2025, the Sponsor subscribed for

5,750,000 Founder Shares for a total subscription price of $25,000 and fully paid for those shares.

On January 22, 2026, the Company

issued an additional 1,150,000 Founder Shares to the Sponsor through a share capitalization, resulting in the Sponsor holding an aggregate

of 6,900,000 Founder Shares (up to 900,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’

over-allotment option is exercised).

As a result of the underwriters’ election to fully exercise their over-allotment option on

January 26, 2026, the 900,000 Founder Shares were no longer subject to forfeiture.

The foregoing issuance of securities was made pursuant

to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On January 26, 2026, we consummated the Initial

Public Offering of 27,600,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount

of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000.

Simultaneously with the closing of the Initial Public

Offering, we consummated the sale of an aggregate of 762,000 Private Placement Units at a price of $10.00 per Private Placement Unit

in a private placement to the sponsor and BTIG, LLC, generating gross proceeds of $7,620,000.

Of those Private Placement Units, the Sponsor

purchased 390,000 Private Placement Units and the BTIG, LLC purchased 372,000 Private Placement Units.

Of the gross proceeds received from the Initial

Public Offering and the private placement of the Private Placement Units, an aggregate of $276,000,000 was placed in the Trust Account.

Unregistered Sales of Equity Securities and Use of Proceeds

On August 4, 2025, the Sponsor subscribed for 5,750,000 Founder Shares for a total subscription price of $25,000 and fully paid for those shares.

On January 22, 2026, the Company issued an additional 1,150,000 Founder Shares to the Sponsor through a share capitalization, resulting in the Sponsor holding an aggregate of 6,900,000 Founder Shares (up to 900,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised).

As a result of the underwriters’ election to fully exercise their over-allotment option on January 26, 2026, the 900,000 Founder Shares were no longer subject to forfeiture.

The foregoing issuance of securities was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On January 26, 2026, we consummated the Initial Public Offering of 27,600,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 762,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the sponsor and BTIG, LLC, generating gross proceeds of $7,620,000.

Of those Private Placement Units, the Sponsor purchased 390,000 Private Placement Units and the BTIG, LLC purchased 372,000 Private Placement Units.

Of the gross proceeds received from the Initial Public Offering and the private placement of the Private Placement Units, an aggregate of $276,000,000 was placed in the Trust Account.

The proceeds held in the Trust Account may be invested by the trustee only in U.S.

government treasury obligations with a maturity of

185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only

in direct U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations and/or held as cash or cash items (including in demand deposit accounts).

investments in our trust account may change from time to time.

We incurred $15,722,207 in transaction costs,

consisting of $5,520,000 of cash underwriting fee, $9,660,000 of deferred underwriting fee and $542,207 of other offering costs.

For a description of the use of the proceeds

generated in our Initial Public Offering, see Part I, Item 2 of this report.

Defaults Upon

Senior Securities

The specific investments in our trust account may change from time to time.

We incurred $15,722,207 in transaction costs, consisting of $5,520,000 of cash underwriting fee, $9,660,000 of deferred underwriting fee and $542,207 of other offering costs.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this report.

Defaults Upon Senior Securities

Mine Safety Disclosures

1 unchanged sentence

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