What changed in this filing

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Item 1. Financial Statements

2025-08-08 compared with 2025-05-14 · 139 added, 65 removed, 478 unchanged (30% of the section changed)

25 unchanged sentences

Commitments and Contingencies (Note 6)

Ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.11 per share as of March 31, 2025 and none at December 31, 2024

Ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.21 per share as of June 30, 2025 and none at December 31, 2024

234,944,821 —

5 unchanged sentences

400,000,000 shares authorized;

6,590,000 and 5,750,000 shares issued and outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) as of March 31, 2025 and December 31, 2024, respectively (1)

6,590,000 and 5,750,000 shares issued and outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024, respectively (1)

Additional paid-in capital

4 unchanged sentences

TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS ’ DEFICIT

$ 236,897,701 $ 429,691

As of December 31, 2024, included an aggregate of up to 750,000 ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5).

3 unchanged sentences

ARCHIMEDES TECH SPAC PARTNERS II CO.

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

CONDENSED STATEMENTS OF OPERATIONS

For the Three

For the Period

from June 7, 2024

Through June 30,

General and administrative expenses

$ 130,359 $ 277,020 42,700

Loss from operations

( 130,358 ) ( 277,020 ) ( 42,700 )

Other income:

Interest earned on cash held in Trust Account

2,488,937 3,794,821 —

Total other income

2,488,937 3,794,821 —

Net income (loss)

$ 2,358,578 $ 3,517,801 ( 42,700 )

Basic and diluted weighted average shares outstanding, redeemable ordinary shares

23,000,000 17,535,912 —

Basic and diluted net income per share, redeemable ordinary shares

$ 0.08 $ 0.15 —

Basic weighted average shares outstanding, non-redeemable ordinary shares (1)

Basic net income per share, non-redeemable ordinary shares

6,590,000 6,212,265 5,000,000

Basic net income (loss) per share, non-redeemable ordinary shares

$ 0.08 $ 0.15 ( 0.01 )

Diluted weighted average shares outstanding, non-redeemable ordinary shares (1)

Diluted net income per ordinary share, non-redeemable ordinary shares

6,590,000 6,386,298 5,000,000

Diluted net income (loss) per share, non-redeemable ordinary shares

$ 0.08 $ 0.15 ( 0.01 )

Prior to the Company’s Initial Public Offering, the ordinary shares excluded an aggregate of up to 750,000 ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5).

3 unchanged sentences

ARCHIMEDES TECH SPAC PARTNERS II CO.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS ’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2025

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS ’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Ordinary Shares (1)

13 unchanged sentences

6,590,000 659 — ( 6,126,540 ) ( 6,125,881 )

Accretion of ordinary shares subject to possible redemption amount

— — — ( 2,488,937 ) ( 2,488,937 )

— — — 2,358,578 2,358,578

Balance – June 30, 2025

6,590,000 $ 659 $ — $ ( 6,256,899 ) $ ( 6,256,240 )

FOR THE PERIOD FROM JUNE 7, 2024 (INCEPTION) THROUGH JUNE 30, 2024

Ordinary Shares (1)

Shareholders’

Balance — June 7, 2024

— $ — $ — $ — $ —

Issuance of ordinary shares

5,750,000 575 24,425 — 25,000

— — — ( 42,700 ) ( 42,700 )

Balance – June 30, 2024

5,750,000 $ 575 $ 24,425 $ ( 42,700 ) $ ( 17,700 )

3 unchanged sentences

ARCHIMEDES TECH SPAC PARTNERS II CO.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months

Ended June 30,

For the Period from

Through June 30,

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Net income (loss)

$ 3,517,801 $ ( 42,700 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

General and administrative expenses paid by Sponsor in exchange for issuance of Founder Shares

Interest earned on cash held in Trust Account

( 3,794,821 ) —

General and administrative expenses paid by related parties

General and administrative expenses paid through promissory note – related party

51,600 15,420

Changes in operating assets and liabilities:

Prepaid expenses

( 134,375 ) —

Accrued expenses

49,960 23,400

Prepaid insurance

Net cash used in operating activities

( 349,395 ) —

Cash Flows from Investing Activities:

5 unchanged sentences

Proceeds from sale of Units, net of underwriting discounts paid

225,400,000 —

Proceeds from sale of Private Placement Units

Repayment of due to related party

Proceeds from promissory note - related party

Repayment of promissory note – related party

( 290,000 ) —

Payment of offering costs

( 283,747 ) —

Net cash provided by financing activities

233,264,254 —

Net Change in Cash

1 unchanged sentence

Cash – End of period

$ 1,764,859 $ —

Non-Cash investing and financing activities:

Offering costs included in accrued offering costs

Offering costs paid through promissory note – related party

$ 75,000 $ 2,595

Deferred offering costs paid by Sponsor in exchange for issuance of Founder Shares

Deferred offering costs paid through promissory note – related party

$ 5,440 $ 25,000

Deferred underwriting fee payable

$ 8,050,000 $ —

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

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

5 unchanged sentences

The Company is an early stage and emerging growth company, and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

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

All activity for the period from June 7, 2024 ( inception) through March 31, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.

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

All activity for the period from June 7, 2024 ( inception) through June 30, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

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

12 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Following the closing of the Initial Public Offering, on February 12, 2025, an amount of $ 231,150,000 ($ 10.05 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Units was held in a trust account (“Trust Account”), located in the United States and invested only in U.S.

22 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6 ) held in the Trust Account in the event the Company does not complete a Business Combination within the Completion Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

7 unchanged sentences

Liquidity and Capital Resources

As of March 31, 2025, the Company had cash of $ 1,863,173 .

As of June 30, 2025, the Company had cash of $ 1,764,859 .

The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required.

13 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on February 11, 2025, as well as the Company’s Current Report on Form 8 -K, as filed with the SEC on February 19, 2025.

The interim results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

Emerging Growth Company

6 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Use of Estimates

5 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 $ 1,863,173 and $ 0 in cash as of March 31, 2025 and December 31, 2024, respectively, and no cash equivalents as of such dates.

The Company had $ 1,764,859 and $ 0 in cash as of June 30, 2025 and December 31, 2024, respectively, and no cash equivalents as of such dates.

Cash Held in Trust Account

As of March 31, 2025, the assets held in the Trust Account, amounting to $ 232,455,884 , were held in demand deposit.

As of June 30, 2025, the assets held in the Trust Account, amounting to $ 234,944,821 , were held in demand deposit.

As of December 31, 2024, there were no funds deposited in the Trust Account.

14 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

ASC Topic 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.

2 unchanged sentences

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

As of March 31, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of June 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

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

1 unchanged sentence

As such, the Company’s tax provision was zero for the period presented.

Net Income per Ordinary Share

Net Income (Loss) per Ordinary Share

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.

Accretion associated with the redeemable ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants are contingent upon the occurrence of future events.

As of March 31, 2025, the warrants are exercisable to purchase 11,920,000 ordinary shares.

The weighted average of these shares was excluded from the calculation of diluted net income per ordinary share since the inclusion of such warrants would be anti-dilutive.

The calculation of diluted net income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants are contingent upon the occurrence of future events.

As of June 30, 2025, the warrants are exercisable to purchase 11,920,000 ordinary shares.

The weighted average of these shares was excluded from the calculation of diluted net income (loss) per ordinary share since the inclusion of such warrants would be anti-dilutive.

The warrants cannot be converted to ordinary shares prior to an initial Business Combination;

1 unchanged sentence

For the Three Months

March 31, 2025

Ended June 30,

For the Six Months

Ended June 30,

Basic net income per share:

5 unchanged sentences

$ 0.08 $ 0.08 $ 0.15 $ 0.15

ARCHIMEDES TECH SPAC PARTNERS II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

For the Three Months

March 31, 2025

Ended June 30,

For the Six Months

Ended June 30,

Diluted net income per share:

5 unchanged sentences

$ 0.08 $ 0.08 $ 0.15 $ 0.15

For the Period from June 7,

2024 (Inception) Through

June 30, 2024

Basic and diluted net loss per share:

Allocation of net loss

$ — $ ( 42,700 )

Basic and diluted weighted-average shares outstanding

Basic and diluted net loss per ordinary share

$ — $ ( 0.01 )

ARCHIMEDES TECH SPAC PARTNERS II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Fair Value of Financial Instruments

14 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

The fair value of the Public Warrants is $ 1,725,000 , or $ 0.15 per Public Warrant.

1 unchanged sentence

The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

The following table presents the quantitative information regarding market assumptions used in the level 3 valuation of the Public Warrants:

Implied ordinary share price

11 unchanged sentences

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of March 31, 2025, the ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

As of March 31, 2025, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Accordingly, as of June 30, 2025, the ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

As of June 30, 2025, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds

5 unchanged sentences

Accretion of carrying value to redemption value

Ordinary shares subject to possible redemption, March 31, 2025

Ordinary shares subject to possible redemption, June 30, 2025

$ 234,944,821

3 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

NOTE 3 — INITIAL PUBLIC OFFERING

18 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Promissory Note — Related Party

1 unchanged sentence

The Promissory Note was non-interest bearing and payable on the earlier of (i) March 31, 2025 or (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determines to not proceed with the Initial Public Offering.

As of March 31, 2025 and December 31, 2024, the Company had $ 0 and $ 192,033 outstanding under the Promissory Note, respectively.

As of June 30, 2025 and December 31, 2024, the Company had $ 0 and $ 192,033 outstanding under the Promissory Note, respectively.

Simultaneously with the closing of the Initial Public Offering, the Company repaid the outstanding borrowings under the Promissory Note.

3 unchanged sentences

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

For the three months ended March 31, 2025, the Company incurred $ 16,786 in fees for these services, which was unpaid and included in accrued expenses line in the accompanying condensed balance sheets.

For the three and six months ended June 30, 2025, the Company incurred $ 30,000 and $ 46,786 in fees for these services, respectively, $ 20,000 of which remains unpaid and included in accrued expenses line in the accompanying condensed balance sheets.

For the period from June 7, 2024 ( inception) through June 30, 2024, the Company did not incur any fees for these services.

Working Capital Loans

6 unchanged sentences

The units would be identical to the Private Placement Units.

As of March 31, 2025 and December 31, 2024, no Working Capital Loans were outstanding.

As of June 30, 2025 and December 31, 2024, no Working Capital Loans were outstanding.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

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 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.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control.

The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East.

The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

ARCHIMEDES TECH SPAC PARTNERS II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

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 Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

13 unchanged sentences

Preference Shares — The Company is authorized to issue 1,000,000 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 — The Company is authorized to issue 400,000,000 ordinary shares with a par value of $ 0.0001 per share.

Holders of ordinary shares are entitled to one vote for each share.

As of March 31, 2025 and December 31, 2024, there were 6,590,000 and 5,750,000 ordinary shares issued and outstanding, excluding the 23,000,000 and 0 ordinary shares subject to possible redemption, respectively.

Warrants — As of March 31, 2025, there were 11,920,000 warrants outstanding, including 11,500,000 Public Warrants and 420,000 Private Placement Warrants.

As of June 30, 2025 and December 31, 2024, there were 6,590,000 and 5,750,000 ordinary shares issued and outstanding, excluding the 23,000,000 and 0 ordinary shares subject to possible redemption, respectively.

Warrants — As of June 30, 2025, there were 11,920,000 warrants outstanding, including 11,500,000 Public Warrants and 420,000 Private Placement Warrants.

There are no warrants issued or outstanding as of December 31, 2024.

5 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

The Company will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

15 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, subject to certain limited exceptions.

11 unchanged sentences

For The Three

March 31, 2025

June 30, 2025

For the Period from June

7, 2024 (Inception)

Through June 30, 2024

General and administrative expenses

$ 130,358 $ 277,020 $ 42,700

Interest earned on cash held in Trust Account

$ 2,488,937 $ 3,794,821 $ —

The CODM reviews interest earned on cash held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

56 unchanged sentences

We have neither engaged in any operations nor generated any revenues to date.

Our only activities from inception through March 31, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for an initial business combination.

Our only activities from inception through June 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for an initial business combination.

We do not expect to generate any operating revenues until after the completion of our initial business combination.

1 unchanged sentence

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2025, we had a net income of $1,159,223, which consists of interest income on cash held in the trust account of $1,305,884, offset by general and administrative expenses of $146,661.

For the three months ended June 30, 2025, we had a net income of $2,358,579, which consists of interest income on cash held in the trust account of $2,488,937, offset by general and administrative expenses of $130,358.

For the six months ended June 30, 2025, we had a net income of $3,517,801, which consists of interest income on cash held in the trust account of $3,794,821, offset by general and administrative expenses of $277,020.

For the period from June 7, 2024 (inception) through June 30, 2024, we had a net loss of $42,700, which consists of general and administrative expenses.

Liquidity and Capital Resources

5 unchanged sentences

We incurred $13,175,520 in transaction costs, consisting of $4,600,000 of cash underwriting fee, $8,050,000 of deferred underwriting fee and $525,520 of other offering costs.

For the three months ended March 31, 2025, cash used in operating activities was $254,007.

For the six months ended June 30, 2025, cash used in operating activities was $349,395.

Net income of $3,517,801 was reduced by the interest earned on cash held in trust account of $3,794,821, and increased by the general and administrative expenses paid through promissory note – related party of $51,600 and general and administrative expenses paid by related parties of $14,086.

Changes in operating assets and liabilities used $138,061 of cash for operating activities.

As of March 31, 2025, we had cash held in the trust account of $232,455,884 to be invested only in U.S.

For the period from June 7, 2024 (inception) through June 30, 2024, cash used in operating activities was $0.

Net loss of $42,700 was increased by the general and administrative expenses paid by Sponsor in exchange for issuance of Founder Shares of $3,880, and increased by the general and administrative expenses paid through promissory note – related party of $15,420.

Changes in operating assets and liabilities provided $23,400 of cash for operating activities.

As of June 30, 2025, we had cash held in the trust account of $234,944,821 to be invested 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.

3 unchanged sentences

To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2025, we had cash of $1,863,173.

As of June 30, 2025, we had cash of $1,764,859.

We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

8 unchanged sentences

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

10 unchanged sentences

Accordingly, the actual results could materially differ from those estimates.

As of March 31, 2025, we did not have any critical accounting estimates to be disclosed.

As of June 30, 2025, we did not have any critical accounting estimates to be disclosed.

Quantitative and Qualitative Disclosures About Market Risk.

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 1. Financial Statements