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This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.
−Removed: All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the consummation of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.
+Added: All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the consummation of the Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.
Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements.
Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available.
−Removed: A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied.
+Added: A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Business Combination are not satisfied.
For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S.
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We have neither engaged in any operations nor generated any revenues to date.
−Removed: Our only activities from August 21, 2025 (inception) through March 31, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination.
+Added: Our only activities from August 21, 2025 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination.
We do not expect to generate any operating revenues until after the completion of our 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.
−Removed: For the three months ended March 31, 2026, we had net income of $1,087,209, which consists of interest earned on cash held in Trust Account of $1,417,095, partially offset by operating costs of $329,886.
+Added: For the three months ended June 30, 2026, we had net income of $848,429, which consists of interest earned on cash held in Trust Account of $1,551,680, partially offset by general and administrative costs of $703,251.
+Added: For the six months ended June 30, 2026, we had net income of $1,935,638, which consists of interest earned on cash held in Trust Account of $2,968,775, partially offset by general and administrative costs of $1,033,137.
Liquidity and Capital Resources
On January 7, 2026, we consummated the Initial Public Offering of 17,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000.
−Removed: Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 8,150,000
−Removed: Private Placement Warrants at a price of $0.50 per Private Placement Warrant in a private placement to the Sponsor and the underwriters, generating gross proceeds of $4,075,000.
+Added: Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 8,150,000 Private Placement Warrants at a price of $0.50 per Private Placement Warrant in a private placement to the Sponsor and the underwriters, generating gross proceeds of $4,075,000.
Following the closing of the Initial Public Offering on January 7, 2026, an amount of $172,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Warrants, was held in a trust account (“Trust Account”), located in the United States and invested only in U.S.
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We incurred $9,912,668 of transaction costs, consisting of $2,292,000 of cash underwriting fee, $6,876,000 of deferred underwriting fee and $744,668 of other offering costs.
−Removed: For the three months ended March 31, 2026, cash used in operating activities was $379,787.
+Added: For the six months ended June 30, 2026, cash used in operating activities was $466,324.
Net income of $1,935,638 was affected by interest earned on marketable securities held in Trust Account of $2,968,775.
−Removed: Changes in operating assets and liabilities used $49,901 of cash in operating activities.
−Removed: As of March 31, 2026, we had cash held in the Trust Account of $173,917,095 (including approximately $1,417,095 of interest income).
+Added: Changes in operating assets and liabilities provided $566,813 of cash in operating activities.
+Added: As of June 30, 2026, we had cash held in the Trust Account of $175,468,775 (including $2,968,775 of interest income).
We may withdraw interest from the Trust Account to pay taxes, if any.
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To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our 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.
−Removed: As of March 31, 2026, we had cash of $725,467.
+Added: As of June 30, 2026, we had cash of $638,930.
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 a Business Combination.
−Removed: In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor may, but are not obligated to, loan us funds as may be required.
+Added: In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, loan us funds as may be required.
If we complete a Business Combination, we would repay such loaned amounts.
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Off-Balance Sheet Arrangements
−Removed: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.
+Added: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.
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.
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Accordingly, we evaluated and classified the warrant instruments under equity treatment at their assigned values.
−Removed: There were 5,750,000 Public Warrants and 8,150,000 Private Placement Warrants currently outstanding as of March 31, 2026.
+Added: There are 5,750,000 Public Warrants and 8,150,000 Private Placement Warrants currently outstanding as of June 30, 2026.
+Added: There are no Public Warrants and Private Placement Warrants currently outstanding as of December 31, 2025.
The fair value of the Public Warrants was $2,760,000 or $0.48 per Public Warrant on January 7, 2026.
14 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.