Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: On October 16, 2023, the Sponsor received 17,250,000 of Company’s shares of common stock in exchange for $25,000 paid for deferred offering costs borne by the founder.
−Removed: On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the 17,250,000 shares of common stock converted to 1,725,000 Class B ordinary shares.
−Removed: On March 20, 2024, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750 Class B ordinary shares, $0.0126 par value per ordinary share.
+Added: On October 16, 2023, the Sponsor received
+Added: 17,250,000 of Company’s shares of common stock in exchange for $25,000 paid for deferred offering costs borne by the founder.
+Added: On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to
+Added: which the 17,250,000 shares of common stock converted to 1,725,000 Class B ordinary shares.
+Added: On March 20, 2024, the Company and
+Added: the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was
+Added: adjusted to 1,983,750 Class B ordinary shares, $0.0126 per ordinary share.
On March 22, 2024, the Company consummated its initial public offering (the “IPO”) of 6,900,000 units (the “Units”).
10 unchanged sentences
involving a public offering.
+Added: On May 4, 2026, the Company issued an unsecured convertible
+Added: promissory note to the Sponsor in the principal amount of up to $300,000.
+Added: The note bears interest at 10% per annum and, in connection
+Added: with a DeSPAC transaction, may be converted into ordinary shares of the post-business combination company at a conversion price of $1.00
+Added: To the extent any such shares are issued, they will be issued in reliance on Section 4(a)(2) of the Securities Act as transactions
+Added: not involving a public offering.
Defaults Upon Senior Securities.
2 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.