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Recent Sales of Unregistered Securities
−Removed: On December 3, 2024, the Sponsor made capital contributions of $25,000 to cover certain of the Company’s expenses, for which the Company issued 5,750,000 Founder Shares, or approximately $0.004 per share, to the Sponsor.
−Removed: On June 9, 2025, the Company, through a share capitalization, issued the Sponsor an additional 575,000 Founder Shares, resulting in the Sponsor holding 6,325,000 Founder Shares in the aggregate.
−Removed: Simultaneously with the closing of the Company’s Initial Public Offering, the Company consummated a private placement of an aggregate of 683,000 Private Placement Units to the Sponsor and BTIG, LLC, at a price of $10.00 per Private Placement Unit, generating total proceeds of $6,830,000.
+Added: On December 3, 2024, the Prior Sponsor made capital contributions of $25,000 to cover certain of the Company’s expenses, for which the Company issued 5,750,000 Founder Shares, or approximately $0.004 per share, to the Prior Sponsor.
+Added: On June 9, 2025, the Company, through a share capitalization, issued the Prior Sponsor an additional 575,000 Founder Shares, resulting in the Prior Sponsor holding 6,325,000 Founder Shares in the aggregate.
+Added: Simultaneously with the closing of the Company’s Initial Public Offering, the Company consummated a private placement of an aggregate of 683,000 Private Placement Units to the Prior Sponsor and BTIG, LLC, at a price of $10.00 per Private Placement Unit, generating total proceeds of $6,830,000.
Each Private Placement Unit consists of one Class A Ordinary Share and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment).
−Removed: Of those 683,000 Private Placement Units, the Sponsor purchased 430,000 Private Placement Units and BTIG purchased 253,000 Private Placement Units.
+Added: Of those 683,000 Private Placement Units, the Prior Sponsor purchased 430,000 Private Placement Units and BTIG purchased 253,000 Private Placement Units.
The Private Placement Units are identical to the Public Units sold in the Initial Public Offering except with respect to certain registration rights and transfer restrictions, as described in the registration statement relating to the Company’s Initial Public Offering.
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Through June 11, 2025, the date we consummated our Initial Public Offering, we incurred $505,089 for other costs and expenses related to our Initial Public Offering
−Removed: Purchases of Equity Securities by the Issuer and Affiliated Purchasers during the Quarter Ended March 31, 2026
+Added: Purchases of Equity Securities by the Issuer and Affiliated Purchasers during the Quarter Ended June 30, 2026
Defaults Upon Senior Securities.
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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.