What changed in this filing

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Item 1. Business

2026-03-24 compared with 2025-03-26 · 68 added, 103 removed, 449 unchanged (28% of the section changed)

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of 230,000 Units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total proceeds of

The Private Placement Units were purchased by Yawei Cao and TenX Global Capital LP, an affiliate of Taylor Zhang,

the Company’s Chief Financial Officer.

The Private Placement Units were purchased by Yawei Cao and TenX Global Capital LP, an affiliate of Taylor Zhang, the Company’s

Chief Financial Officer.

The Private Placement Units are identical to the Units sold in the Initial Public Offering.

The Ordinary Shares contained in the Private Placement Units are referred to herein as the “Private Placement Shares” and

the Rights contained in the Private Placement Units are referred to herein as the “Private Placement Rights”).

The purchasers

of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units or Ordinary Shares or Rights

underlying the Private Placement Units (except to certain transferees) until after the completion of a Business Combination.

The Ordinary Shares

contained in the Private Placement Units are referred to herein as the “Private Placement Shares” and the Rights contained

in the Private Placement Units are referred to herein as the “Private Placement Rights”).

The purchasers of the Private Placement

Units have agreed not to transfer, assign or sell any of the Private Placement Units or Ordinary Shares or Rights underlying the Private

Placement Units (except to certain transferees) until after the completion of a Business Combination.

October 15, 2024, the underwriters elected to terminate their over-allotment option and as a result an aggregate of 225,000 Founder Shares

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Combination and (ii) the distribution of the Trust Account as described below.

July 11, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company,

Mango Financial Group Limited, a Cayman Islands exempted company (“Mango Financial Group Limited”), North Water Investment

Group Holdings Limited (“North Water”), the parent company of Mango Financial Limited (“Mango Financial”),

and Mango Temp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“Merger Sub”).

to the Merger Agreement, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will cease,

and the Company will be the surviving corporation and will continue as a wholly-owned subsidiary of Mango Financial Group Limited (the

For additional information regarding Mango Financial Group Limited, the Merger Agreement and the transactions

contemplated thereby, see the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July

14, 2025, and the Registration Statement on Form F-4, as initially filed with the Securities and Exchange Commission on February 11,

2026 (“Form F-4”).

On March 18, 2026, the Company held an extraordinary general meeting at

which shareholders voted to approve amendments to the Company’s amended and restated memorandum and articles of association to,

among other things, the Company’s board of directors was granted authority to extend the time that the Company has to consummate

an initial business combination on a monthly basis, up to twelve (12) months (or until March 23, 2027) provided that the Company’s

Sponsors, officers, directors, affiliates or designees lend to the Company an aggregate of $125,000 for each month utilized to consummate

an initial business combination and to remove the limitation (the “Redemption Limitation”) that the Company shall not redeem

public shares to the extent that such redemptions would cause the Company’s net tangible assets to be less than $5,000,001.

In connection

with the Meeting, holders of an aggregate of 2,541,908 public shares of the Company exercised their right to have their shares redeemed

for a pro rata amount held in the Company’s trust account.

of March 18, 2026, Mango Financial agreed to lend to the Company an aggregate of $750,000.

The first $125,000 of such amount was loaned

to the Company and the Company deposited such amount into the trust account in order to extend the time that the Company has to consummate

an initial business combination as described above.

The loan is evidenced by a promissory note issued by the Company to Mango Financial.

The note bears no interest and is repayable in full upon consummation of a business combination.

than as specifically discussed herein, the rest of this Annual Report assumes that we will not consummate the Transactions with Mango

Financial Group Limited and will seek to consummate a business combination with another target business.

a Business Combination

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until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on Public Shareholders not tendering

more than a specified number of Public Shares which are not purchased by our initial shareholders, which number will be based on the

requirement that we will only redeem our Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001

either immediately prior to or upon consummation of our initial Business Combination and after payment of underwriters’ fees and

commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash

requirement which may be contained in the agreement relating to our initial Business Combination.

If Public Shareholders tender more

shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

however, shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder

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or against the proposed transaction.

amended and restated memorandum and articles of association provides that we will only redeem our Public Shares so long as (after such

redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business

combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny

stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial

business combination.

For example, the proposed business combination may require:

(i) cash consideration to be paid to the target or

its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention

of cash to satisfy other conditions in accordance with the terms of the proposed business combination.

In the event the aggregate cash

consideration we would be required to pay for all Ordinary Shares that are validly submitted for redemption plus any amount required

to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to

us, we will not complete the business combination or redeem any shares, and all Ordinary Shares submitted for redemption will be returned

to the holders thereof.

on Redemption upon Completion of Initial Business Combination if we Seek Shareholder Approval

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our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different

target until 12 months from the closing of the IPO, or if we decide to extend the period of time to consummate our initial business combination,

until 18 months from the closing of the IPO (as further described in this Annual Report).

target until the end of the time we have to consummate an initial business combination pursuant to our amended and restated memorandum

and articles of association.

of Public Shares and Liquidation if no Initial Business Combination

amended and restated memorandum and articles of association provides that we will have only until September 23, 2025 (or June 23, 2026,

if we extend the time to complete an initial business combination) to complete our initial business combination.

If we are unable to

complete our initial business combination within such time period, we will:

(i) cease all operations except for the purpose of winding

up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the 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 on the funds held

in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay liquidation and dissolution

expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’

rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)

as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of

directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors

and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our Rights,

which will expire worthless if we fail to complete our initial business combination within the required time period.

Our amended and

restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial

business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably

possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

we are unable to complete our initial business combination within the required time period, we will:

(i) cease all operations except

for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the 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 on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to

pay liquidation and dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely

extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining

shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to

provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions

with respect to our Rights, which will expire worthless if we fail to complete our initial business combination within the required time

Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the

consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust

Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

Sponsors have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private

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of association (i) that would modify the substance or timing of our obligation to allow redemption in connection with our initial business

combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within 12 months from the closing

of the IPO, or if we decide to extend the period of time to consummate our initial business combination, within 18 months from the closing

of the IPO, or (ii) with respect to any other material provision relating to shareholders’ rights or pre-initial business combination

activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned

on the funds held in the Trust Account, and not previously released to us to pay our taxes, divided by the number of then outstanding

Public Shares.

However, we will only redeem our Public Shares so long as (after such redemption) our net tangible assets will be at least

$5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’

fees and commissions (so that we are not subject to the SEC’s “penny stock” rules).

If this optional redemption right

is exercised with respect to an excessive number of Public Shares such that we cannot satisfy the net tangible asset requirement (described

above) we would not proceed with the amendment or the related redemption of our Public Shares.

combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the required time period,

or (ii) with respect to any other material provision relating to shareholders’ rights or pre-initial business combination activity,

unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a

per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the

funds held in the Trust Account, and not previously released to us to pay our taxes, divided by the number of then outstanding Public

expect that all costs and expenses associated with implementing our plan of liquidation and dissolution, as well as payments to any creditors,

will be funded from amounts remaining out of the approximately $550,000 of proceeds held outside the Trust Account, although we cannot

assure you that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses

associated with implementing our plan of liquidation and dissolution, to the extent that there is any interest accrued in the Trust Account

not required to pay taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional

amount of up to $100,000 of such accrued interest to pay those costs and expenses.

will be funded from amounts remaining out of the proceeds held outside the Trust Account, although we cannot assure you that there will

be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing

our plan of liquidation and dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes

on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $100,000

of such accrued interest to pay those costs and expenses.

we were to expend all of the net proceeds of the IPO and the sale of the Private Placement Units, other than the proceeds deposited in

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by shareholders upon our dissolution would be approximately $10.87.

The proceeds deposited in the Trust Account could, however, become

subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders.

We cannot assure

you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00.

The proceeds deposited in the Trust Account could, however,

become subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders.

assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00.

we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute

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of time we have to consummate an initial business combination or (b) an initial business combination itself.

of Time to Consummate Business Combination

will have September 23, 2025 to consummate an initial business combination.

However, if we anticipate that we may not be able to consummate

our initial business combination by such date, we may, by resolution of our board of directors and if requested by our Sponsors, extend

the period of time we will have to consummate an initial business combination up three times by an additional three months each (for

a total of up to 21 months from the closing of the IPO, or until June 23, 2026), provided that, pursuant to the terms of our amended

and restated memorandum and articles of association and the trust agreement entered into between us and Continental Stock Transfer &

Trust Company, in order for the time available for us to consummate our initial business combination to be extended, we or our Sponsors

or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the trust

account $600,000 (or $0.10 per share) for each extension (or $1,800,000 for all three extensions), on or prior to the date of the applicable

Our Public Shareholders will not be entitled to vote or redeem their shares in connection with any such extension.

Sponsors and their affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our initial

business combination.

In the event that our Sponsors elect to extend the time to complete an initial business combination, pay the additional

amounts per the extension and deposit the applicable amount of money into trust, our Sponsors will receive a non-interest bearing, unsecured

promissory note in the amount of any such deposit, which will not be repaid in the event that we are unable to close an initial business

combination unless there are funds available outside the Trust Account to do so.

In the event that we receive notice from our Sponsors

five days prior to the deadline of their intent to effect an extension, we intend to issue a press release announcing such intention

at least three days prior to the deadline.

In addition, we intend to issue a press release or file a Current Report on Form 8-K promptly

after the deadline announcing whether or not the funds had been timely deposited.

If we are unable to consummate our initial business

combination within the allowed time period then in effect, we will, as promptly as possible but not more than ten business days thereafter,

redeem 100% of our outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion

of any interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (and less up to $100,000

for liquidation and dissolution expenses), and then seek to dissolve and liquidate.

However, we may not be able to distribute such amounts

as a result of claims of creditors which may take priority over the claims of our Public Shareholders.

identifying, evaluating, and selecting a target business for our initial business combination, we may encounter intense competition from

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We do not intend to have any full-time employees prior to the consummation of a business

executive offices are located at 420 Lexington Avenue, Suite 2446, New York, New York 10170, and our telephone number is (203) 998-5540.

executive offices are located at 205 West 37 th Street, New York, New York 10018, and our telephone number is (203) 998-5540.

Pursuant to an Administrative Services Agreement, until the completion of our initial Business Combination or liquidation, we will pay

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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.

What changed 10-K

Item 1. Business