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Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
−Removed: We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
−Removed: We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
+Added: We are a blank check company incorporated as a Cayman Islands exempted
+Added: company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar
+Added: business combination with one or more businesses On April 26, 2025, we entered into a Business Combination Agreement with Vesicor Therapeutics,
+Added: (“Vesicor”) and BH Merger Sub, Inc., pursuant to which we intend to consummate a business combination, subject to the
+Added: satisfaction of customary closing conditions.
+Added: The proposed transaction is described in greater detail elsewhere in this Annual Report
+Added: and in our Registration Statement on Form S-4 filed with the SEC.
+Added: There can be no assurance that the proposed business combination will
+Added: be consummated.
We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering (“IPO” as defined below), and the private placement of the private placement units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt.
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We expect to incur increased 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 searching for, and completing, a Business Combination.
+Added: For the year ended November 30, 2025, we
+Added: had net income of $1,329,557, which consisted of interest income of $2,244,975, and change in fair value of derivative liability of $92,
+Added: offset by general and administrative expenses of $795,510, and related party administrative fees of $120,000.
For the year ended November 30, 2024, we had net income of $1,915,703, which consisted of interest income of $2,491,779 offset by general and administrative expenses of $492,131, and related party administrative fees of $83,945.
−Removed: For the year ended November 30,
−Removed: 2023, we had net loss of $18,853, all of which consisted of formation and operating costs.
Liquidity and Capital Resources
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Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.
−Removed: As of November 30, 2024, we had cash of $264,842 and a working capital of $243,093.
+Added: As of November 30, 2025, we had cash of $39,521 and a working capital deficit of $1,431,443.
The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $250,000.
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Administrative Services Agreement
−Removed: The Company entered into an Administrative Services Agreement with the Sponsor on December 4, 2023, commencing on the effective date of the registration statement of IPO through the later of the Company’s consummation of a Business Combination or 21 months from such effective date, to pay the Sponsor a total of $10,000 per month for office space and administrative and support services.
+Added: The Company entered into an Administrative Services Agreement with the Sponsor on December 4, 2023, pursuant to which the Company pays the Sponsor a monthly fee of $10,000 for office space and administrative and support services.
+Added: The agreement commenced on the effective date of the Company’s initial public offering registration statement and continues through the earlier of the consummation of the Company’s initial business combination or the Company’s liquidation.
+Added: The Sponsor is not obligated to provide services beyond the term of the agreement, and the Company may terminate the agreement upon completion of a business combination.
Underwriting Agreement
−Removed: Upon closing of a Business Combination, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $2,415,000.
−Removed: The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
−Removed: Additionally, we issued the underwriters 69,000 shares common stock, or the representative shares, at the closing of the IPO as part of representative compensation.
+Added: In connection with the Company’s initial public offering, the underwriters are entitled to a deferred underwriting commission equal to 3.5% of the gross proceeds of the IPO, or $2,415,000.
+Added: The deferred underwriting commission is payable solely upon the consummation of an initial business combination and will be paid from the funds held in the trust account, subject to the terms of the underwriting agreement.
+Added: If the Company does not consummate a business combination, the deferred underwriting commission will not be paid.
+Added: In addition, the Company issued the underwriters 69,000 ordinary shares at the closing of the IPO as representative compensation.
Critical Accounting Policies and Estimates
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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.