What changed in this filing

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Item 1. Financial Statements

2025-07-25 compared with 2025-04-30 · 76 added, 43 removed, 260 unchanged (31% of the section changed)

36 unchanged sentences

Investment income on trust account

Total other income & expense

Income tax expense

Total other income

Income tax expense

Net income (loss)

3 unchanged sentences

Diluted income per share, redeemable shares

Weighted average non-redeemable common shares outstanding basic and diluted

Baisc and diluted loss per non-redeemable share

Weighted average non-redeemable common shares outstanding basic

Basic loss per non-redeemable share

Weighted average non-redeemable common shares outstanding diluted

Basic and diluted loss per non-redeemable share

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

2 unchanged sentences

Stockholders'

Balance at December 31, 2023

Balance at March 31, 2024

Balance at December 31, 2023 (audited)

Balance at June 30, 2024

Issuance of additional founder shares

Balance at December 31, 2024

Balance at December 31, 2024 (audited)

Sale of 8,000,000 units at $ 10 per unit in IPO

12 unchanged sentences

Balance at March 31, 2025

Accretion of common shares subject to possible redemption

Balance at June 30, 2025

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

27 unchanged sentences

Cash at end of period

Supplemental disclosure for non-cash financing activities:

Offering cost

( 1,481,032 )

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

1 unchanged sentence

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2025 (UNAUDITED)

June 30, 2025 (UNAUDITED)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

4 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 yet commenced any operations.

All activity through March 31, 2025 relates to the Company’s formation and the initial public offering (“IPO”), which is described below.

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

All activity through June 30, 2025 relates to the Company’s formation and the initial public offering (“IPO”), which is described below.

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

29 unchanged sentences

The Company have until 24 months from the closing of the IPO to complete a Business Combination.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of funds withdrawn for working capital purposes (not to exceed $ 1,000,000 annually) and taxes payable and less interest to pay dissolution expenses up to $ 100,000 ), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of funds withdrawn for working capital purposes (not to exceed $ 1,200,000 in aggregate) and taxes payable and less interest to pay dissolution expenses up to $ 100,000 ), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

There will be no redemption rights or liquidation distribution with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination period.

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.10 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

17 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 did not have any cash equivalents as of March 31, 2025.

The Company did not have any cash equivalents as of June 30, 2025.

Marketable securities held in trust account

At March 31, 2025, substantially all of the assets held in the Trust Account were invested in a money market fund focused on U.S Treasury obligation.

During the quarter ending March 31, 2025, the Company withdrew 261,935 of the interest income in the Trust Account for working capital purposes.

At June 30, 2025, substantially all of the assets held in the Trust Account were invested in a money market fund focused on U.S Treasury obligation.

During the three months ended June 30, 2025, the Company withdrew 311,736 of the interest income in the Trust Account for working capital purposes.

During the six months ended June 30, 2025, the Company withdrew 573,671 of the interest income in total for working capital purposes.

Deferred offering costs

6 unchanged sentences

The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at March 31, 2025, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet.

Accordingly, at June 30, 2025, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value using the “at redemption value” method and accordingly recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Such changes are reflected in additional paid-in-capital.

Such changes are reflected in additional paid-in-capital and retained or accumulated deficit if additional paid in capital account equals zero.

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

4 unchanged sentences

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

There were no unrecognized tax benefits as of March 31, 2025 and no amounts accrued for interest and penalties.

There were no unrecognized tax benefits as of June 30, 2025 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

The company’s year-end is December 31 and no statutory tax deadline has yet occurred.

As of March 31, 2025, the Company has estimated $ 117,549 in income tax expense on the income earned in the Trust Account.

As of June, 2025, the Company has estimated $ 294,474 in income tax expense on the income earned in the Trust Account.

Reconciliation of Net Income (Loss) per Common Share

5 unchanged sentences

Net loss for the period from January 1, 2025 to IPO was allocated fully to the non-redeemable common shares.

Net income from IPO till March 31, 2025, was allocated to redeemable and non-redeemable common shares.

Net income from IPO till June 30, 2025, was allocated to redeemable and non-redeemable common shares.

Diluted net income per share attributable to stockholders adjusts the basic net income per share attributable to stockholders and the weighted-average shares of common share outstanding for the potentially dilutive impact of outstanding warrants.

1 unchanged sentence

Net loss from January 1, 2025, to IPO date

Net income from IPO date to March 31, 2025

Total income from January 1, 2025, to March 31, 2025

For the three months ended March 31, 2025

Net income from IPO date to June 30, 2025

Total income from January 1, 2025, to June 30, 2025

For the six months ended June 30, 2025

Non- Redeemable

9 unchanged sentences

Earnings (loss) per ordinary share - Basic

For the three months ended March 31, 2025

For the six months ended June 30, 2025

Non- Redeemable

9 unchanged sentences

Earnings (loss) per ordinary share - Diluted

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts) for the three months ended June 30, 2025:

Net income from April 1, 2025, to June 30, 2025

Total income from April 1, 2025, to June 30, 2025

For the three months ended June 30, 2025

Non- Redeemable

Total number of ordinary shares – Basic

Ownership percentage

Total income allocated by class

Accretion allocated based on ownership percentage

Accretion applicable to the redeemable class

Total income (loss) by class

Weighted average shares

Earnings (loss) per ordinary share - Basic

For the three months ended June 30, 2025

Non- Redeemable

Total number of ordinary shares – Diluted

Ownership percentage

Total income allocated by class

Accretion allocated based on ownership percentage

Accretion applicable to the redeemable class

Total income (loss) by class

Weighted average shares

Earnings (loss) per ordinary share - Diluted

Fair value of financial instruments

9 unchanged sentences

The fair value of the marketable securities held in Trust Account is determined using the level 1 input.

Operating Segments

The Company operates as one operating segment.

Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive Officer and Chief Financial Officer in deciding how to allocate resources and assess performance.

The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources.

The Company is not organized by market and is managed and operated as one business.

A single management team that reports to the CODM comprehensively manages the entire business.

Accordingly, the Company does not accumulate discrete financial information with respect to separate divisions and does not have separate operating or reportable segments.

Since the Company operates in one operating segment, all required financial segment information can be found in the financial statement.

Recently issued accounting standard

Management reviewed the updates to the improvement to reporting segment under ASU 2023-07 – Segment Reporting.

The company is a special purpose acquisition company and does not have any operation.

As such the management does not have metric established to measure performance.

The management view the updated will have no material effect on the Company’s financial statement.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

ASU 2023-07, which is applicable to entities with a single reportable segment, will primarily require enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods.

The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted.

The Company adopted this guidance as of January 31, 2025.

The adoption resulted in disclosure changes only.

INITIAL PUBLIC OFFERING

10 unchanged sentences

On February 5, 2025, the underwriters elected to terminate their over-allotment option to purchase 1,200,000 IPO Units resulting in Sponsor to forfeit 300,000 Founder Shares.

As of March 31, 2025, there were 2,000,000 Founder Shares outstanding.

As of June 30, 2025, there were 2,000,000 Founder Shares outstanding.

The Initial Stockholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50 % of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading day period commencing after a Business Combination, with respect to the remaining 50 % of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Public Shares for cash, securities or other property.

1 unchanged sentence

On October 6, 2023, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 150,000 .

As of March 31, 2025, $ 125,000 outstanding under the Promissory Notes.

The Company drew $ 125,000 under the promissory note.

2025, the Company paid off the entire $ 125,000 balance.As of June 30, 2025, there was no balance outstanding under the Promissory Notes.

The Promissory Notes are noninterest bearing and payable on the consummation of the IPO.

2 unchanged sentences

On March 5, 2025, the company paid $ 257,000 in principal and $ 4,935 in interest.

As of March 31, 2025, there was $ 160,000 outstanding balance in principle and $ 1,368 in accrued interest under the promissory note.

On April 1, 2025, the Company paid $ 160,000 in principal and $ 1,736 in interest As of June 30, 2025, there was no outstanding balance under the promissory note.

Administrative Services Agreement

The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor will perform certain services for the Company for a monthly fee of $ 15,000 .

As of March 31, 2025, the Company has paid $ 45,000 to Sponsor.

As of June 30, 2025, the Company has paid $ 90,000 to Sponsor.

Both executive officers of the Company serve as the managers of the Sponsor at close of the IPO.

14 unchanged sentences

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock, par value $ 0.0001 .

On March 31, 2025, there were 2,295,800 common shares outstanding, excluding 8,000,000 shares subject to possible redemption.

On June 30, 2025, there were 2,295,800 common shares outstanding, excluding 8,000,000 shares subject to possible redemption.

Rights — Public Rights will entitle the holder to receive one -tenth common share per each Public Right.

On March 31, 2025, the Company had 829,580 total rights including 800,000 Public Rights outstanding at the close of the IPO.

On June 30, 2025, the Company had 829,580 total rights including 800,000 Public Rights outstanding at the close of the IPO.

Warrants — The $ 15 Private Warrants entitles the holder to purchase one common share at an exercise price of $ 15.00 per each share, is exercisable for a period of 10 years from the date of Business Combination, is non-redeemable, and may be exercised on a cashless basis.

6 unchanged sentences

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to April 30, 2025, the date that the financial statements were issued.

On April 7, 2025, the Company withdrew $ 311,736 from the income earned in the Trust Account for working capital purpose.

On April 9, 2025, the Company paid $ 125,000 to the Sponsor under the promissory note dated October 6, 2023.

There is $ 25,000 remaining under the promissory note.

On April 9, 2025, the Company paid $ 161,736 to the Sponsor which represents $ 160,000 in principal and $ 1,736 in interest under the promissory note dated January 28, 2025.

There is no balance outstanding under the promissory note.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to July 24, 2025, the date that the financial statements were issued.

On July 21, 2025, Company submitted instruction to withdraw $ 626,329 from the income earned in the Trust Account for working capital purposes.

The company has withdrawn $ 1,200,000 in aggregate for working capital purposes.

This wasthe final withdrawal for working capital purpose.

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