2 unchanged sentences
SHEETS (UNAUDITED)
−Removed: June 30, 2025
−Removed: December 31, 2024
Current Assets
−Removed: Prepaid expenses
−Removed: Total Current Assets
Prepaid expenses - non-current
−Removed: Cash and investments held in trust account
−Removed: Total Non-current assets
−Removed: LIABILITIES AND SHAREHOLDERS’ DEFICIT
+Added: held in escrow account
+Added: and investments held in trust account
+Added: Non-current assets
+Added: AND SHAREHOLDERS’ DEFICIT
+Added: offering costs
+Added: note - related party
Current Liabilities
−Removed: Accrued offering costs
−Removed: Accrued expenses
−Removed: Total Current Liabilities
−Removed: Deferred underwriting commission payable
−Removed: Total Liabilities
−Removed: Commitments and contingencies
−Removed: Ordinary shares subject to possible redemption 6,000,000 shares at a redemption value of $ 10.23 and $ 10.13 per share as of June 30, 2025 and December 31, 2024, respectively
−Removed: Shareholders’ Deficit:
−Removed: Preference shares, $ 0.0001 par value;
+Added: underwriting commission payable
+Added: and contingencies
+Added: Ordinary shares subject
+Added: to possible redemption 6,000,000 shares at a redemption value of $ 10.55 and $ 10.13 per share as of September 30, 2025 and December
+Added: 31, 2024, respectively
+Added: Shareholders’
+Added: shares, $ 0.0001 par value;
2,000,000 shares authorized;
none issued and outstanding
−Removed: Ordinary shares, $ 0.0001 par value;
+Added: shares, $ 0.0001 par value;
200,000,000 shares authorized;
−Removed: 1,830,000 shares issued and outstanding (excluding 6,000,000 shares subject to redemption)
−Removed: Additional paid-in capital
−Removed: Accumulated deficit
+Added: 1,830,000 shares issued and outstanding (excluding 6,000,000 shares subject
+Added: to redemption)
+Added: paid-in capital
( 2,581,960 )
( 1,542,300 )
−Removed: Total Shareholders’ Deficit
+Added: Shareholders’ Deficit
( 2,581,777 )
( 1,542,117 )
−Removed: Total Liabilities and Shareholders’ Deficit
+Added: Liabilities and Shareholders’ Deficit
accompanying notes are an integral part of the unaudited financial statements.
1 unchanged sentence
OF OPERATIONS
−Removed: FOR THREE MONTHS ENDED JUNE 30, 2025
−Removed: FOR THE SIX MONTHS ENDED JUNE 30, 2025
−Removed: FOR THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH JUNE 30, 2024
−Removed: Formation and operating costs
−Removed: Loss from operations
−Removed: Bank interest income
−Removed: Interest earned on cash and investments held in Trust Account
−Removed: Total other income
−Removed: Net income (loss)
−Removed: Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption
−Removed: Basic and diluted net income per share, ordinary shares subject to redemption
−Removed: Basic and diluted weighted average shares outstanding, ordinary shares, non-redeemable
−Removed: Basic and diluted net income (loss) per share, ordinary shares, non-redeemable
+Added: ENDED SEPTEMBER 30, 2025
+Added: ENDED SEPTEMBER 30, 2025
+Added: THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH
+Added: SEPTEMBER 30, 2024
+Added: and operating costs
+Added: from operations
+Added: interest income
+Added: earned on cash and investments held in Trust Account
+Added: income (loss)
+Added: and diluted weighted average shares outstanding, ordinary shares subject to possible redemption
+Added: and diluted net income (loss) per share, ordinary shares subject to possible redemption
+Added: and diluted weighted average shares outstanding, ordinary shares, non-redeemable
+Added: and diluted net income (loss) per share, ordinary shares, non-redeemable
accompanying notes are an integral part of the unaudited financial statements.
1 unchanged sentence
OF CHANGES IN SHAREHOLDERS’ DEFICIT
−Removed: THREE AND SIX MONTHS ENDED JUNE 30, 2025
−Removed: Ordinary Shares
−Removed: Additional Paid-in
+Added: THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025
Shareholders’
−Removed: Balance as of December 31, 2024
+Added: as of December 31, 2024
$ ( 1,542,300 )
$ ( 1,542,117 )
−Removed: Subsequent measurement of ordinary shares subject to possible redemption
−Removed: Balance as of March 31, 2025
+Added: measurement of ordinary shares subject to possible redemption
+Added: as of March 31, 2025
$ ( 1,773,797 )
$ ( 1,773,614 )
−Removed: Contribution of transaction cost
−Removed: Subsequent measurement of ordinary shares subject to possible redemption
−Removed: Balance as of June 30, 2025
+Added: of transaction cost
+Added: measurement of ordinary shares subject to possible redemption
+Added: as of June 30, 2025
$ ( 2,030,252 )
$ ( 1,875,692 )
+Added: of transaction cost
+Added: measurement of ordinary shares subject to possible redemption
+Added: Extension funds attributable to ordinary shares subject to redemption
+Added: as of September 30, 2025
+Added: $ ( 2,581,960 )
+Added: $ ( 2,581,777 )
accompanying notes are an integral part of the unaudited financial statements.
−Removed: THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH JUNE 30, 2024
−Removed: Ordinary Shares
−Removed: Additional Paid-in
−Removed: Shareholders’ Equity
−Removed: Balance as of May 27, 2024 (inception)
−Removed: Ordinary shares issued to Sponsor
−Removed: Shares Issued to EBC
+Added: THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024
+Added: Shareholders’
+Added: as of May 27, 2024 (inception)
+Added: shares issued to Sponsor
+Added: Issued to EBC
+Added: as of June 30, 2024
+Added: Proceeds from sale of public units
+Added: Proceeds from sale of 230,000 private units
+Added: Allocation of offering costs to ordinary shares subject to possible redemption
+Added: ( 3,722,527 )
+Added: ( 3,722,527 )
+Added: Initial classification of ordinary shares subject to redemption to temporary equity
+Added: ( 6,000,000 )
+Added: ( 59,279,400 )
+Added: ( 59,280,000 )
+Added: Allocation of offering costs to ordinary shares subject to redemption
+Added: Accretion of additional paid in capital to accumulated deficit
+Added: ( 3,428,524 )
+Added: ( 1,265,733 )
+Added: ( 4,694,257 )
+Added: Subsequent measurement of common stock subject to possible redemption
Net Income (loss)
−Removed: Balance as of June 30, 2024
+Added: Balance as of September 30, 2024
+Added: $ ( 1,413,164 )
+Added: $ ( 1,412,958 )
+Added: $ ( 1,413,164 )
+Added: $ ( 1,412,958 )
accompanying notes are an integral part of the unaudited financial statements.
1 unchanged sentence
OF CASH FLOWS
−Removed: FOR THE SIX MONTHS ENDED JUNE 30, 2025
−Removed: FOR THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH JUNE 30, 2024
−Removed: CASH FLOWS FROM OPERATING ACTIVITIES
−Removed: Net income (loss)
−Removed: Adjustments to reconcile net income (loss) to net cash used in operating activities:
−Removed: Interest earned on cash and investments held in Trust Account
+Added: THE NINE MONTHS ENDED
+Added: THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024
+Added: FLOWS FROM OPERATING ACTIVITIES
+Added: income (loss)
+Added: to reconcile net income (loss) to net cash used in operating activities:
+Added: earned on cash and investments held in Trust Account
( 1,924,226 )
−Removed: Changes in operating assets and liabilities:
−Removed: Accrued offering costs
−Removed: Accrued expenses
−Removed: Prepaid expense
−Removed: CASH USED IN OPERATING ACTIVITIES
−Removed: CASH FLOWS FROM FINANCING ACTIVITIES
−Removed: Proceeds from issuance of EBC Founders Share
−Removed: Payment of offering costs
−Removed: Borrowings from related party
−Removed: CASH PROVIDED BY FINANCING ACTIVITIES
−Removed: NET CHANGE IN CASH
−Removed: CASH AT BEGINNING OF THE PERIOD
−Removed: CASH AT END OF PERIOD
−Removed: Supplemental disclosure of cash flow information:
−Removed: Issuance of founder shares in exchange for deferred offering costs
−Removed: Fair value of EBC Founder Shares charged to deferred offering costs and other assets
−Removed: Deferred offering costs included in accrued offerings costs
−Removed: Subsequent measurement of ordinary shares subject to possible redemption
−Removed: Contribution of transaction costs
+Added: in operating assets and liabilities:
+Added: offering costs
+Added: USED IN OPERATING ACTIVITIES
+Added: FLOWS FROM INVESTING ACTIVITIES
+Added: Extension payments held in escrow account
+Added: of cash in Trust Account
+Added: ( 60,000,000 )
+Added: USED IN INVESTING ACTIVITIES
+Added: ( 60,000,000 )
+Added: FLOWS FROM FINANCING ACTIVITIES
+Added: P roceeds from promissory note
+Added: P roceeds from promissory note - related
+Added: from issuance of EBC Founders Share
+Added: from initial public offering
+Added: from private placement
+Added: of underwriter’s discount
+Added: ( 1,200,000 )
+Added: from related party
+Added: of borrowings from related party
+Added: of offering costs
+Added: PROVIDED BY FINANCING ACTIVITIES
+Added: CHANGE IN CASH
+Added: AT BEGINNING OF THE PERIOD
+Added: AT END OF PERIOD
+Added: disclosure of cash flow information:
+Added: of founder shares in exchange for deferred offering costs
+Added: value of EBC Founder Shares charged to deferred offering costs
+Added: of offering costs to ordinary shares subject to redemption
+Added: of offering costs to ordinary shares subject to possible redemption
+Added: classification of ordinary shares subject to redemption to temporary equity
+Added: of additional paid in capital to accumulated deficit
+Added: of transaction cost
+Added: measurement of ordinary shares subject to possible redemption
+Added: Extension funds attributable to ordinary shares subject to redemption
accompanying notes are an integral part of the unaudited financial statements.
11 unchanged sentences
Company’s sponsors are Yawei Cao and Cayson Holding LP, a Delaware limited partnership (the “Sponsors”).
+Added: As of September
30, 2025, the Company had not commenced any operations.
−Removed: All activity for the period from May 27, 2024 (inception) through June 30, 2025
+Added: All activity for the period from May 27, 2024 (inception) through September 30,
2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described
17 unchanged sentences
the extent additional paid-in capital is fully depleted upon completion of the IPO.
−Removed: Company will have until 12 months from the closing of the IPO (or up to 21 months, if we extend the time to complete a business combination,
+Added: Company will have until up to 21 months, if the Company extends the time to complete a Business Combination (the “Combination Period”).
+Added: If the Company does not complete an initial Business Combination within the
+Added: Combination Period and such time period is not further extended by the Company’s shareholders,
the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
18 unchanged sentences
Mango Financial Group Limited, a Cayman Islands exempted company ( “Mango Group” or “MFG”), North Water Investment
−Removed: Group Holdings Limited (“North Water”), the parent company of Mango Financial Limited (“Mango Financial”), and
+Added: Group Holdings Limited (“North Water”), the parent company of Mango Financial, and
Mango Temp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Mango Group (“Merger Sub”).
+Added: the foregoing parties is referred to herein as a “Party” and collectively as the “Parties”.
+Added: September 11, 2025, the parties entered into an amendment to the Merger Agreement (the “Amendment”).
to the Agreement, upon the closing of the transactions contemplated by the Merger Agreement, the Company will become a wholly owned subsidiary
of Mango Group, which will become the parent company of Mango Financial.
−Removed: At the effective time of the transaction, each outstanding ordinary share of the Company (each a “SPAC Ordinary
−Removed: Share”), other than shares owned by the Company and dissenting shares, will be automatically converted into one Class A ordinary
−Removed: share of Mango Group (each a “Mango Class A Ordinary Share”).
−Removed: Immediately prior to the closing, each of the Company’s
−Removed: units will automatically separate into SPAC Ordinary Shares and rights and each of the rights will automatically convert into 1/10 of
−Removed: a SPAC Ordinary Share .
−Removed: All of the SPAC Ordinary Shares included in the Company’s units and issued in respect of the Company’s
−Removed: rights will be automatically converted into Mango Class A Ordinary Shares as described above.
−Removed: Of the Mango Class A Ordinary Shares to be held by the Mango Group shareholders immediately prior to the closing,
−Removed: 4,000,000 shares will be deposited into escrow, to be held for two years as security for certain indemnification obligations of Mango
−Removed: Additionally, the Mango Group shareholders will have the right to receive additional contingent consideration of up to 4,000,000
−Removed: Mango Class A Ordinary Shares upon the achievement of certain net income targets for fiscal years 2025 and 2026.
−Removed: The Company and Mango Group have agreed to use their reasonable best efforts to enter into definitive agreements
−Removed: for the sale of at least $ 5,000,000 of equity securities of the Company to be consummated immediately prior to the closing of the transactions.
+Added: of Time to Consummate Business Combination
+Added: as of September 17, 2025, Cayson Holding LP, one of the Company’s Sponsors, and Mango Financial Limited (“Mango
+Added: Financial”) loaned the Company an aggregate of $ 600,000 .
+Added: Such funds were deposited into escrow account managed by the
+Added: Company’s trustee, Continental.
+Added: On October 10, 2025, the Company’s trustee, deposited $ 600,000 into the Trust Account.
+Added: Such funds are subject to possible redemption by the Company’s public shareholders in accordance with the terms of the Trust
+Added: Account, and were used to extend the period of time the Company has to consummate a Business Combination from September 23, 2025 to
+Added: January 23, 2026.
Concern Consideration
−Removed: of June 30, 2025, the Company had $ 183,418 in its operating bank account, and working capital of $ 203,540 .
−Removed: Further, the Company has incurred
−Removed: and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit of a Business Combination.
+Added: of September 30, 2025, the Company had $ 87,898 in its operating bank account and a working capital deficit of $ 481,777 .
+Added: Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit
+Added: of a Business Combination.
connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s
23 unchanged sentences
of the balances and results for the periods presented.
−Removed: The interim results for the period ended June 30, 2025 are not necessarily indicative
−Removed: of the results that may be expected through December 31, 2025 or for any future periods.
+Added: The interim results for the period ended September 30, 2025 are not necessarily
+Added: indicative of the results that may be expected for the year ending December 31, 2025 or for any future periods.
Growth Company
28 unchanged sentences
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
−Removed: As of June 30, 2025, and December 31, 2024, the Company had cash of $ 183,418 and $ 465,254 , respectively.
+Added: As of September 30, 2025 and December 31, 2024, the Company had cash of $ 87,898 and $ 465,254 , respectively.
and investments held in Trust Account
−Removed: of June 30, 2025 and December 31, 2024, the Company had $ 62,028,266 and $ 60,752,079 , respectively, in cash and investments held in the
−Removed: Trust Account comprised of money market funds that invest in U.S.
+Added: of September 30, 2025 and December 31, 2024, the Company had $ 62,676,305 and $ 60,752,079 , respectively, in cash and investments held
+Added: in the Trust Account comprised of money market funds that invest in U.S.
government securities.
−Removed: Investments in money market funds are presented
−Removed: on the balance sheets at fair value at the end of each reporting period.
−Removed: Earnings on cash and investments held in the Trust Account are
−Removed: included in interest earned on cash and investments held in the Trust Account in the accompanying statement of operations.
−Removed: The estimated
−Removed: fair value of cash and investments held in the Trust Account is determined using available market information.
+Added: Investments in money market funds are
+Added: presented on the balance sheets at fair value at the end of each reporting period.
+Added: Earnings on cash and investments held in the Trust
+Added: Account are included in interest earned on cash and investments held in the Trust Account in the accompanying statement of operations.
+Added: The estimated fair value of cash and investments held in the Trust Account is determined using available market information.
+Added: Cash held in escrow account
+Added: As of September 30, 2025, the Company
+Added: had $ 600,000 in cash held in escrow account by the Company’s
+Added: trustee, Continental Stock Transfer & Trust Company (“Continental”), which was not deposited to Trust Account as of September
+Added: On October 10, 2025, the full amount was deposited in the Trust Account.
Concentration
2 unchanged sentences
which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .
−Removed: As of June 30, 2025, the Company has not experienced
+Added: As of September 30, 2025, the Company has not experienced
losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
2 unchanged sentences
and cash flows.
−Removed: As of June 30, 2025 and December 31, 2024, $ 0 and $ 215,254 , respectively, was uninsured.
+Added: As of September 30, 2025 and December 31, 2024, $ 0 and $ 215,254 , respectively, was uninsured.
Costs associated with the IPO
−Removed: Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting
−Removed: Bulletin (“SAB”) Topic 5A — “Expenses of Offering” to allocate offering costs between public shares and
−Removed: public rights based on the estimated fair value of public shares and public rights at the date of issuance.
+Added: Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff
+Added: Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering” to allocate offering costs between
+Added: public shares and public rights based on the estimated fair value of public shares and public rights at the date of issuance.
Offering costs of $ 3,722,527
−Removed: (net of $ 300,000 underwriters cash reimbursement of deferred offering cost) were charged to additional paid-in capital upon completion
−Removed: of the IPO and $ 3,974,257 was allocated to public shares which are subject to redemption based on the estimated fair value of the public
−Removed: on the IPO date.
+Added: (net of $ 300,000
+Added: underwriters cash reimbursement of deferred offering cost) were charged to additional paid-in capital upon completion of the IPO and
+Added: was allocated to public shares which are subject to redemption based on the estimated fair value of the public on the IPO
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax
12 unchanged sentences
as income tax expense.
−Removed: There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025
+Added: There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30,
2025 and December 31, 2024.
−Removed: The Company is currently not aware of any issues under review that could result in significant payments, accruals
−Removed: or material deviation from its position.
+Added: The Company is currently not aware of any issues under review that could result in significant payments,
+Added: accruals or material deviation from its position.
is currently no taxation imposed on income by the Government of the Cayman Islands.
22 unchanged sentences
as the redemption value approximates fair value.
−Removed: the three and six months ended June 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially,
−Removed: be exercised or converted into ordinary shares and then share in the earnings of the Company.
−Removed: As a result, diluted income (loss) per
−Removed: share is the same as basic income (loss) per share for the period presented.
+Added: the three and nine months ended September 30, 2025, the Company did not have any dilutive securities and other contracts that could,
+Added: potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.
+Added: As a result, diluted income
+Added: (loss) per share is the same as basic income (loss) per share for the period presented.
net income per share presented in the statement of operations is based on the following:
−Removed: OF NET INCOME LOSS REDEEMABLE AND NON REDEEMABLE SHARES
+Added: SCHEDULE OF NET INCOME LOSS REDEEMABLE AND NON REDEEMABLE SHARES
Non-Redeemable
1 unchanged sentence
Non-Redeemable
−Removed: For Three Months Ended
−Removed: June 30, 2025
−Removed: For Six Months Ended
−Removed: June 30, 2025
−Removed: For The Period From May 27, 2024 (Inception) Through June 30, 2024
Non-Redeemable
+Added: THE THREE MONTHS ENDED SEPTEMBER 30, 2025
+Added: THE THREE MONTHS ENDED SEPTEMBER 30, 2024
+Added: THE NINE MONTHS ENDED SEPTEMBER 30, 2025
+Added: THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024
Non-Redeemable
Non-Redeemable
−Removed: Basic and diluted net income (loss) per share
−Removed: Allocation of net income (loss)
+Added: Non-Redeemable
+Added: Non-Redeemable
+Added: and diluted net income (loss) per share
+Added: of net income (loss)
Denominators:
−Removed: Weighted-average shares outstanding
−Removed: Basic and diluted net income (loss) per share
+Added: Weighted-average
+Added: shares outstanding
+Added: and diluted net income (loss) per share
Value of Financial Instruments
9 unchanged sentences
These tiers consist of:
−Removed: Level 1, defined as observable
−Removed: inputs such as quoted prices (unadjusted) for identical instruments in active markets;
−Removed: Level 2, defined as inputs
−Removed: other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments
−Removed: in active markets or quoted prices for identical or similar instruments in markets that are not active;
−Removed: Level 3, defined as unobservable
−Removed: inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations
−Removed: derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
+Added: 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
+Added: 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
+Added: prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
+Added: 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
+Added: such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.
1 unchanged sentence
that is significant to the fair value measurement.
−Removed: following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June
+Added: following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September
30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such
−Removed: OF ASSETS MEASURED AT FAIR VALUE ON RECURRING BASIS
−Removed: Cash and investments held in trust account
−Removed: Cash and investments held in trust account
+Added: SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON RECURRING BASIS
+Added: and investments held in trust account
+Added: and investments held in trust account
shares subject to possible redemption
9 unchanged sentences
of the Company’s control and subject to occurrence of uncertain future events.
−Removed: Accordingly, as of June 30, 2025 and December 31,
−Removed: 2024, ordinary shares subject to possible redemption in an amount of $ 62,028,266 and $ 60,752,079 , respectively, are presented at redemption
−Removed: value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
−Removed: The Company recognizes
−Removed: changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption
−Removed: value at the end of each reporting period.
−Removed: Increases or decreases in the carrying amount of redeemable ordinary shares are affected by
−Removed: charges against additional paid in capital or accumulated deficit if additional paid-in capital has no outstanding balance at the period
−Removed: of June 30, 2025 and December 31, 2024, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled
+Added: Accordingly, as of September 30, 2025 and December
+Added: 31, 2024, ordinary shares subject to possible redemption in an amount of $ 63,276,305 and $ 60,752,079 , respectively, are presented at
+Added: redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
+Added: recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal
+Added: the redemption value at the end of each reporting period.
+Added: Increases or decreases in the carrying amount of redeemable ordinary shares
+Added: are affected by charges against additional paid in capital or accumulated deficit if additional paid-in capital has no outstanding balance
+Added: at the period end.
+Added: of September 30, 2025 and December 31, 2024, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled
in the following table:
−Removed: OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
−Removed: Total public offering gross proceeds
−Removed: Proceeds allocated to public rights
−Removed: Offering costs allocated to public shares subject to possible redemption
+Added: SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
+Added: public offering gross proceeds
+Added: allocated to public rights
+Added: costs allocated to public shares subject to possible redemption
( 3,974,257 )
−Removed: Accretion of carrying value to redemption value
−Removed: Ordinary shares subject to possible redemption
−Removed: Subsequent measurement of ordinary shares subject to possible redemption
−Removed: Ordinary shares subject to possible redemption, as of December 31, 2024
−Removed: Subsequent measurement of ordinary shares subject to possible redemption
−Removed: Ordinary shares subject to possible redemption, as of June 30, 2025
+Added: of carrying value to redemption value
+Added: shares subject to possible redemption
+Added: measurement of ordinary shares subject to possible redemption
+Added: shares subject to possible redemption, as of December 31, 2024
+Added: measurement of ordinary shares subject to possible redemption
+Added: Extension funds attributable to ordinary shares subject to redemption
+Added: shares subject to possible redemption, as of September 30, 2025
Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about
13 unchanged sentences
Formation and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital
−Removed: is available to complete a business combination within the business combination period.
+Added: is available to complete a Business Combination within the Combination Period.
The CODM also reviews formation and operating
17 unchanged sentences
Simultaneously
−Removed: with the closing of the IPO, the Company consummated the private sale of 230,000 Private Placement Units to Yawei Cao, the Chairman and
−Removed: Chief Executive Officer of the Company, and TenX Global Capital LP, an affiliate of Dahe (Taylor) Zhang, the Company’s Chief Financial
−Removed: Each Unit consists of one share of ordinary shares and one right to receive one-tenths (1/10) of one Ordinary Share upon the
−Removed: consummation of the Company’s initial Business Combination.
−Removed: The proceeds from the sale of the Private Placement Units were added
−Removed: to the net proceeds from the IPO held in the Trust Account.
+Added: with the closing of the IPO, the Company consummated the private sale of 230,000
+Added: Private Placement Units to Yawei Cao, the Chairman and Chief Executive Officer of the Company, and TenX Global Capital LP
+Added: (“TenX”), an affiliate of Dahe (Taylor) Zhang, the Company’s Chief Financial Officer.
+Added: Each Unit consists of one
+Added: share of ordinary shares and one right to receive one-tenths (1/10) of one Ordinary Share upon the consummation of the
+Added: Company’s initial Business Combination.
+Added: The proceeds from the sale of the Private Placement Units were added to the net
+Added: proceeds from the IPO held in the Trust Account.
If the Company does not complete a Business Combination within the Combination
−Removed: Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the
−Removed: Public Shares (subject to the requirements of applicable law).
−Removed: The Private Placement Units (including the underlying securities) will
−Removed: not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions.
−Removed: 5 — RELATED PARTIES
+Added: Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of
+Added: the Public Shares (subject to the requirements of applicable law).
+Added: The Private Placement Units (including the underlying securities)
+Added: will not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain
+Added: 5 — RELATED PARTY TRANSACTIONS
Shares and EBC Founder Shares
46 unchanged sentences
for cash, securities or other property.
−Removed: founder shares will not, subject to certain exceptions, be transferred, assignable, or salable (except to permitted transferees as described
+Added: founder shares will not, subject to certain exceptions, be transferred, assignable, or saleable (except to permitted transferees as described
in the Registration Statement (defined below)) until 30 days after the date of the consummation of our initial business combination.
6 unchanged sentences
23, 2024, no amounts were outstanding under the Promissory Note and the Promissory Note then expired upon the consummation of the IPO.
+Added: September 9, 2025, Cayson Holding LP, one of the Sponsors, issued an unsecured promissory note to the Company, pursuant to which the
+Added: Company borrowed an aggregate amount of $ 300,000
+Added: (the “Extension Note”).
+Added: The Extension Note is non-interest
+Added: bearing and is repayable in full upon consummation of a Business Combination.
+Added: The proceeds from the Extension Note were deposited into
+Added: escrow account managed by the Company’s
+Added: trustee, Continental.
+Added: Such funds are subject to possible redemption by the Company’s public shareholders in accordance with the
+Added: terms of the Trust Account, and were used to extend the period of time the Company has to consummate a Business Combination from September 23, 2025
+Added: to January 23, 2026.
+Added: As of September 30, 2025, $ 300,000
+Added: was outstanding under the Extension Note.
to Related Party
7 unchanged sentences
On September 26, 2024, the Sponsor initiated the wire to return the $ 25,000 to
−Removed: As of June 30 2025, and December 31 2024, there was no outstanding balance due to the related party.
+Added: As of September 30, 2025 and December 31, 2024, there was no outstanding balance due to the related party.
from Related Party
2 unchanged sentences
On September 26, 2024, the Sponsor initiated the wire to return the $ 25,000 to the Company.
−Removed: As of June 30, 2025,
+Added: As of September 30, 2025
and December 31, 2024, there was no outstanding balance due from the related party.
Services Agreement
−Removed: Company engaged TenX Global Capital LP (“TenX”) as a related party consultant in connection with the formation and initial
+Added: Company engaged TenX as a related party consultant in connection with the formation and initial
public offering.
1 unchanged sentence
deferred offering costs for these services.
−Removed: As of June 39, 2025 and December 31, 2024, no amounts remain outstanding.
+Added: As of September 30, 2025 and December 31, 2024, no amounts remain outstanding.
Administration
1 unchanged sentence
month to the close of the Business Combination, to compensate it for the Company’s use of its office, utilities and personnel.
−Removed: As of June 30, 2025 and December 31, 2024, an administration fee of $ 4,194 has been accrued to accrued expenses, respectively.
+Added: As of September 30, 2025 and December 31, 2024, an administration fee of $ 4,194 has been accrued to accrued expenses, respectively.
Capital Loans
3 unchanged sentences
Capital Units”) at a price of $ 10.00 per unit at the option of the lender.
−Removed: As of June 30, 2025 and December 31, 2024, the Company
−Removed: has not incurred any such loans.
+Added: As of September 30, 2025 and December 31, 2024, the
+Added: Company has not incurred any such loans.
+Added: 6 - PROMISSORY NOTE FROM A THIRD PARTY
+Added: September 9, 2025, Mango Financial, the party to entered the Merger Agreement with the Company (see Note 1- Proposed Business Combination ),
+Added: issued an unsecured promissory note to the Company, pursuant to which the Company borrowed an aggregate principal amount of $ 300,000
+Added: (the “Mango Extension Note”).
+Added: The Mango Extension Note is non-interest bearing and is payable in full upon consummation of
+Added: a Business Combination.
+Added: The proceeds from the Mango Extension Note were deposited into escrow account managed by the Company’s
+Added: trustee, Continental.
+Added: Such funds are subject to possible redemption by the Company’s public shareholders in accordance with the
+Added: terms of the Trust Account, and were used to extend the period of time the Company has to consummate a Business Combination from September
+Added: 23, 2025 to January 23, 2026.
+Added: As of September 30, 2025, $ 300,000 was outstanding under the Mango Extension Note.
7 — COMMITMENTS AND CONTINGENCIES
11 unchanged sentences
to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.
−Removed: On October 15,
The underwriter did not exercise their over-allotment option and hence a total of 225,000 ordinary shares were forfeited by the Sponsors.
9 unchanged sentences
with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of
−Removed: As of June 30, 2025 and December 31, 2024, there were no shares of preferred shares issued or outstanding.
+Added: As of September 30, 2025 and December 31, 2024, there were no shares of preferred shares issued or outstanding.
Shares — The Company is authorized to issue 200,000,000 ordinary shares with a par value of $ 0.0001 per share.
of ordinary shares were entitled to one vote for each share.
−Removed: As of June 30, 2025 and December 31, 2024, there were 1,830,000 ordinary
+Added: As of September 30, 2025 and December 31, 2024, there were 1,830,000 ordinary
shares issued and outstanding (excluding 6,000,000 shares subject to possible redemption), consisting of 1,500,000 Founder Shares, 100,000
14 unchanged sentences
- Contribution for transaction costs
−Removed: to the Merger Agreement, as describe in Note 1 and 8, the agreement provides under section 5.20, “Fees and Expenses,” that
+Added: to the Merger Agreement, as describe in Note 1, the agreement provides under section 5.20, “Fees and Expenses,” that
all fees and expenses incurred by the Parties in connection with this Agreement and the Transactions shall be paid by MFG and North Water.
−Removed: the six months ended June 30, 2025, MFG, paid $ 154,377 of the Company’s transaction expenses directly on our behalf for which there
−Removed: is no obligation of repayment, and are recognized as capital contributions to the Company.
+Added: the nine months ended September 30, 2025, MFG paid $ 280,725 of the Company’s transaction expenses directly on our behalf for which
+Added: there is no obligation of repayment, and are recognized as capital contributions to the Company.
9 — SUBSEQUENT EVENTS
1 unchanged sentence
Based upon this review, the Company identified the following subsequent event that is required disclosure in the financial
−Removed: July 11, 2025, the Company entered into the Merger Agreement by and among the Company, Mango Group, North Water and Merger Sub (see
+Added: October 10, 2025, the Company’s trustee, Continental Stock Transfer & Trust Company (“Continental”), deposited
+Added: $ 600,000 into the Trust Account.
+Added: The deposit represents the Company’s required extension payment, which Continental received on
+Added: September 18, 2025 pursuant to the Company’s extension letter dated September 17, 2025.
+Added: Continental agreed to credit the Trust Account $ 1,429 of use-of-funds interest, representing the earnings that would have accrued from September
+Added: 18, 2025 through October 10, 2025.
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.