3 unchanged sentences
Current Assets
−Removed: Prepaid expenses - non-current
−Removed: held in escrow account
and investments held in trust account
1 unchanged sentence
AND SHAREHOLDERS’ DEFICIT
−Removed: offering costs
+Added: note - third party
note - related party
2 unchanged sentences
and contingencies
−Removed: Ordinary shares subject
−Removed: 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
−Removed: 31, 2024, respectively
+Added: Ordinary shares
+Added: subject to possible redemption 3,458,092 and 6,000,000
+Added: shares at a redemption value of $ 10.88
+Added: per share as of March 31, 2026 and December 31, 2025, respectively
Shareholders’
2 unchanged sentences
none issued and outstanding
−Removed: shares, $ 0.0001 par value;
+Added: shares, $ 0.0001
shares authorized;
−Removed: 1,830,000 shares issued and outstanding (excluding 6,000,000 shares subject
−Removed: to redemption)
+Added: shares issued and outstanding (excluding 3,458,092
+Added: and 6,000,000 shares subject to redemption as of March 31, 2026 and December 31, 2025, respectively)
paid-in capital
8 unchanged sentences
OF OPERATIONS
−Removed: ENDED SEPTEMBER 30, 2025
−Removed: ENDED SEPTEMBER 30, 2025
−Removed: THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH
−Removed: SEPTEMBER 30, 2024
+Added: FOR THE THREE
and operating costs
2 unchanged sentences
earned on cash and investments held in Trust Account
−Removed: income (loss)
and diluted weighted average shares outstanding, ordinary shares subject to possible redemption
−Removed: and diluted net income (loss) per share, ordinary shares subject to possible redemption
+Added: and diluted net income per share, ordinary shares subject to redemption
and diluted weighted average shares outstanding, ordinary shares, non-redeemable
−Removed: and diluted net income (loss) per share, ordinary shares, non-redeemable
+Added: and diluted net income 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 NINE MONTHS ENDED SEPTEMBER 30, 2025
+Added: THREE MONTHS ENDED MARCH 31, 2026
Shareholders’
2 unchanged sentences
$ ( 3,257,343 )
+Added: costs paid on behalf of the Company
measurement of ordinary shares subject to possible redemption
+Added: funds attributable to ordinary shares subject to redemption
as of March 31, 2026
1 unchanged sentence
$ ( 3,451,907 )
−Removed: of transaction cost
−Removed: measurement of ordinary shares subject to possible redemption
−Removed: as of June 30, 2025
−Removed: $ ( 2,030,252 )
−Removed: $ ( 1,875,692 )
−Removed: of transaction cost
−Removed: measurement of ordinary shares subject to possible redemption
−Removed: Extension funds attributable to ordinary shares subject to redemption
−Removed: as of September 30, 2025
−Removed: $ ( 2,581,960 )
−Removed: $ ( 2,581,777 )
−Removed: accompanying notes are an integral part of the unaudited financial statements.
−Removed: THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024
+Added: THREE MONTHS ENDED MARCH 31, 2025
Shareholders’
−Removed: as of May 27, 2024 (inception)
−Removed: shares issued to Sponsor
−Removed: Issued to EBC
−Removed: as of June 30, 2024
−Removed: Proceeds from sale of public units
−Removed: Proceeds from sale of 230,000 private units
−Removed: Allocation of offering costs to ordinary shares subject to possible redemption
−Removed: ( 3,722,527 )
−Removed: ( 3,722,527 )
−Removed: Initial classification of ordinary shares subject to redemption to temporary equity
−Removed: ( 6,000,000 )
−Removed: ( 59,279,400 )
+Added: as of December 31, 2024
$ ( 1,542,300 )
−Removed: Allocation of offering costs to ordinary shares subject to redemption
−Removed: Accretion of additional paid in capital to accumulated deficit
$ ( 1,542,117 )
1 unchanged sentence
$ ( 1,542,117 )
−Removed: Subsequent measurement of common stock subject to possible redemption
−Removed: Net Income (loss)
−Removed: Balance as of September 30, 2024
+Added: measurement of ordinary shares subject to possible redemption
+Added: as of March 31, 2025
$ ( 1,773,797 )
5 unchanged sentences
OF CASH FLOWS
−Removed: THE NINE MONTHS ENDED
−Removed: THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024
FLOWS FROM OPERATING ACTIVITIES
−Removed: income (loss)
−Removed: to reconcile net income (loss) to net cash used in operating activities:
+Added: to reconcile net income to net cash used in operating activities:
earned on cash and investments held in Trust Account
−Removed: ( 1,924,226 )
in operating assets and liabilities:
−Removed: offering costs
−Removed: USED IN OPERATING ACTIVITIES
+Added: PROVIDED BY (USED IN) OPERATING ACTIVITIES
FLOWS FROM INVESTING ACTIVITIES
−Removed: Extension payments held in escrow account
−Removed: of cash in Trust Account
−Removed: ( 60,000,000 )
−Removed: USED IN INVESTING ACTIVITIES
−Removed: ( 60,000,000 )
+Added: withdrawn from trust account in connection with redemption
+Added: deposited into Trust account
+Added: PROVIDED BY INVESTING ACTIVITIES
FLOWS FROM FINANCING ACTIVITIES
−Removed: P roceeds from promissory note
−Removed: P roceeds from promissory note - related
−Removed: from issuance of EBC Founders Share
−Removed: from initial public offering
−Removed: from private placement
−Removed: of underwriter’s discount
+Added: made in relation to redemptions of ordinary shares
( 27,536,647 )
−Removed: from related party
−Removed: of borrowings from related party
−Removed: of offering costs
−Removed: PROVIDED BY FINANCING ACTIVITIES
−Removed: CHANGE IN CASH
+Added: note – third party
+Added: USED IN FINANCING ACTIVITIES
+Added: ( 27,411,647 )
+Added: INCREASE (DECREASE) IN CASH
AT BEGINNING OF THE PERIOD
−Removed: AT END OF PERIOD
+Added: AT PERIOD END
disclosure of cash flow information:
−Removed: of founder shares in exchange for deferred offering costs
−Removed: value of EBC Founder Shares charged to deferred offering costs
−Removed: of offering costs to ordinary shares subject to redemption
−Removed: of offering costs to ordinary shares subject to possible redemption
−Removed: classification of ordinary shares subject to redemption to temporary equity
−Removed: of additional paid in capital to accumulated deficit
of transaction cost
measurement of ordinary shares subject to possible redemption
−Removed: Extension funds attributable to ordinary shares subject to redemption
+Added: 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”).
−Removed: As of September
31, 2026, the Company had not commenced any operations.
−Removed: All activity for the period from May 27, 2024 (inception) through September 30,
+Added: All activity for the period from May 27, 2024 (inception) through March 31, 2026
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 up to 21 months, if the Company extends the time to complete a Business Combination (the “Combination Period”).
−Removed: If the Company does not complete an initial Business Combination within the
−Removed: Combination Period and such time period is not further extended by the Company’s shareholders,
−Removed: the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
−Removed: than ten business days thereafter, redeem 100 % of the public shares, at a per-share price, payable in cash, equal to the aggregate amount
−Removed: then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to
−Removed: 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
−Removed: public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to
−Removed: receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
−Removed: such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in
−Removed: each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
+Added: Company originally had up to 21 months to consummate an initial Business Combination, if the Company extended the time to complete a
+Added: Business Combination as provided in the Registration Statement (the “Combination Period”).
+Added: The Combination Period was extended
+Added: in December 2025 as indicated below.
+Added: If the Company does not complete an initial Business Combination within the Combination Period and
+Added: such time period is not further extended by the Company’s shareholders, the Company will (i) cease all operations except for the
+Added: purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the public
+Added: shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest
+Added: 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
+Added: pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely
+Added: extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any),
+Added: subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
+Added: shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to
+Added: provide for claims of creditors and the requirements of other applicable law.
Trust Account
10 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, and
−Removed: Mango Temp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Mango Group (“Merger Sub”).
−Removed: the foregoing parties is referred to herein as a “Party” and collectively as the “Parties”.
+Added: Group Holdings Limited (“North Water”), the parent company of Mango Financial, and Mango Temp Limited, a Cayman Islands exempted
+Added: company and a wholly-owned subsidiary of Mango Group (“Merger Sub”).
+Added: Each of the foregoing parties is referred to herein
+Added: as a “Party” and collectively as the “Parties”.
September 11, 2025, the parties entered into an amendment to the Merger Agreement (the “Amendment”).
+Added: April 14, 2026, the parties entered into an amendment to the Merger Agreement (the “Amendment 2”).
to the Agreement, upon the closing of the transactions contemplated by the Merger Agreement, the Company will become a wholly owned subsidiary
1 unchanged sentence
of Time to Consummate Business Combination
−Removed: as of September 17, 2025, Cayson Holding LP, one of the Company’s Sponsors, and Mango Financial Limited (“Mango
−Removed: Financial”) loaned the Company an aggregate of $ 600,000 .
−Removed: Such funds were deposited into escrow account managed by the
−Removed: Company’s trustee, Continental.
+Added: as of September 17, 2025, Cayson Holding LP, one of the Company’s Sponsors, and Mango Financial Limited (“Mango Financial”)
+Added: loaned the Company an aggregate of $ 600,000 .
+Added: Such funds were deposited into escrow account managed by the Company’s trustee, Continental.
On October 10, 2025, the Company’s trustee, deposited $ 600,000 into the Trust Account.
−Removed: Such funds are subject to possible redemption by the Company’s public shareholders in accordance with the terms of the Trust
−Removed: Account, and were used to extend the period of time the Company has to consummate a Business Combination from September 23, 2025 to
−Removed: January 23, 2026.
+Added: Such funds are subject to possible redemption
+Added: by the Company’s public shareholders in accordance with the terms of the Trust Account, and were used to extend the period of time
+Added: the Company has to consummate a Business Combination from September 23, 2025 to December 23, 2025.
+Added: as of December 17, 2025, Mango Financial Limited (“Mango Financial”) loaned the Company an aggregate of $ 600,000 .
+Added: 23, 2025, such funds were deposited into the Trust Account.
+Added: Such funds are subject to possible redemption by the Company’s public
+Added: shareholders in accordance with the terms of the Trust Account, and were used to extend the period of time the Company has to consummate
+Added: a Business Combination from December 23, 2025 to March 23, 2026.
+Added: March 18, 2026, the Company held an extraordinary general meeting virtually, solely with respect to voting on (i) the proposal to extend
+Added: the date by which the Company must complete its initial business combination on a monthly basis, up to twelve (12) months (or until March
+Added: 23, 2027) (the “Extended Date”) (the “2026 Extension Amendment Proposal”), (ii) the proposal to remove the limitation
+Added: that the Company shall not redeem public shares to the extent that such redemptions would cause the Company’s net tangible assets
+Added: to be less than $ 5,000,001 (the “Redemption Limitation Proposal”), and (iii) the proposal to amend the Company’s investment
+Added: management trust agreement, dated September 19, 2024, by and between the Company and the Trustee to allow the Company to extend the Termination
+Added: Date up to twelve times from the Termination Date to March 23, 2027 with all twelve extensions comprised of one month each by providing
+Added: five days’ advance notice to the Trustee and depositing into the Trust Account a payment of $ 125,000 per extension (the “Extension
+Added: Payment”) until March 23, 2027.
+Added: connection with the vote to approve the 2026 Extension Amendment Proposal and the Redemption Limitation Proposal at the Extraordinary
+Added: General Meeting on March 18, 2026, the holders of 2,541,908
+Added: Ordinary Shares properly exercised their rights to redeem their
+Added: shares for cash at a redemption price of approximately $ 10.83
+Added: per share, for an aggregate redemption amount of approximately
+Added: $ 27,536,647 .
+Added: as of March 18, 2026, Mango Financial agreed to lend the Company an aggregate of $ 750,000 .
+Added: $ 250,000 of such amount has been loaned to
+Added: the Company and the Company deposited such amounts into the trust account established by the Company in connection with its initial public
+Added: offering pursuant to the Company’s Amended and Restated Memorandum and Articles of Association and trust agreement, as amended,
+Added: governing the trust account in order to extend the time that the Company has to consummate an initial business combination (a “Business
+Added: Combination”) as described below.
+Added: The loans are evidenced by a promissory note (the “Note”) issued by the Company to
+Added: Mango Financial.
+Added: The Note bears no interest and is repayable in full upon consummation of a Business Combination.
+Added: On March 19, 2026,
+Added: $ 125,000 was deposited into the trust Account to extend the deadline from March 23, 2026 to April 23, 2026.
+Added: On April 22, 2026, an additional
+Added: $ 125,000 was deposited into the trust Account to extend the deadline from April 23, 2026 to May 23, 2026.
Concern Consideration
−Removed: of September 30, 2025, the Company had $ 87,898 in its operating bank account and a working capital deficit of $ 481,777 .
−Removed: Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit
−Removed: of a Business Combination.
+Added: of March 31, 2026, the Company had $ 64,433 in its operating bank account and a working capital deficit of $ 1,351,907 .
+Added: Further, the Company
+Added: has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit of a Business
connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s
8 unchanged sentences
As a result, management has determined that such additional
−Removed: condition also raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date
+Added: condition also raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date
that the financial statements are issued.
7 unchanged sentences
The unaudited interim financial statements should be
−Removed: read in conjunction with the audited financial statements and notes thereto for the period from May 27, 2024 (inception) through December
−Removed: 31, 2024 included the Company’s Annual Report on Form 10-K, as filed with the SEC on March 26, 2025.
−Removed: In the opinion of management,
−Removed: the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement
−Removed: of the balances and results for the periods presented.
−Removed: The interim results for the period ended September 30, 2025 are not necessarily
−Removed: indicative of the results that may be expected for the year ending December 31, 2025 or for any future periods.
+Added: read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2025 included the Company’s
+Added: Annual Report on Form 10-K, as filed with the SEC on March 24, 2026.
+Added: In the opinion of management, the unaudited financial statements
+Added: reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results
+Added: for the periods presented.
+Added: The interim results for the period ended March 31, 2026 are not necessarily indicative of the results that
+Added: may be expected for the year ending December 31, 2026 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 September 30, 2025 and December 31, 2024, the Company had cash of $ 87,898 and $ 465,254 , respectively.
+Added: As of March 31, 2026 and December 31, 2025, the Company had cash of $ 64,433 and $ 63,670 , respectively.
and investments held in Trust Account
−Removed: of September 30, 2025 and December 31, 2024, the Company had $ 62,676,305 and $ 60,752,079 , respectively, in cash and investments held
−Removed: in the Trust Account comprised of money market funds that invest in U.S.
+Added: of March 31, 2026 and December 31, 2025, the Company had $ 37,622,133 and $ 64,487,925 , respectively, in cash and investments held in the
+Added: Trust Account comprised of money market funds that invest in U.S.
government securities.
−Removed: Investments in money market funds are
−Removed: presented on the balance sheets at fair value at the end of each reporting period.
−Removed: Earnings on cash and investments held in the Trust
−Removed: Account are included in interest earned on cash and investments held in the Trust Account in the accompanying statement of operations.
−Removed: The estimated fair value of cash and investments held in the Trust Account is determined using available market information.
−Removed: Cash held in escrow account
−Removed: As of September 30, 2025, the Company
−Removed: had $ 600,000 in cash held in escrow account by the Company’s
−Removed: trustee, Continental Stock Transfer & Trust Company (“Continental”), which was not deposited to Trust Account as of September
−Removed: On October 10, 2025, the full amount was deposited in the Trust Account.
+Added: Investments in money market funds are presented
+Added: on the balance sheets at fair value at the end of each reporting period.
+Added: Earnings on cash and investments held in the Trust Account are
+Added: included in interest earned on cash and investments held in the Trust Account in the accompanying statement of operations.
+Added: The estimated
+Added: fair value of cash and investments held in the Trust Account is determined using available market information.
Concentration
2 unchanged sentences
which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .
−Removed: As of September 30, 2025, the Company has not experienced
+Added: As of March 31, 2026, 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 September 30, 2025 and December 31, 2024, $ 0 and $ 215,254 , respectively, was uninsured.
+Added: As of March 31, 2026 and December 31, 2025, $ 0 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
−Removed: Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering” to allocate offering costs between
−Removed: public shares and 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 Accounting
+Added: Bulletin (“SAB”) Topic 5A — “Expenses of Offering” to allocate offering costs between public shares and
+Added: 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
−Removed: underwriters cash reimbursement of deferred offering cost) were charged to additional paid-in capital upon completion of the IPO and
−Removed: was allocated to public shares which are subject to redemption based on the estimated fair value of the public on the IPO
+Added: (net of $ 300,000 underwriters cash reimbursement of deferred offering cost) were charged to additional paid-in capital upon completion
+Added: 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
+Added: on the IPO date.
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 September 30,
+Added: There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026
and December 31, 2025.
−Removed: The Company is currently not aware of any issues under review that could result in significant payments,
−Removed: accruals or material deviation from its position.
+Added: The Company is currently not aware of any issues under review that could result in significant payments, accruals
+Added: 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 nine months ended September 30, 2025, the Company did not have any dilutive securities and other contracts that could,
+Added: the three months ended March 31, 2026 and 2025, the Company did not have any dilutive securities and other contracts that could,
potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.
−Removed: As a result, diluted income
−Removed: (loss) per share is the same as basic income (loss) per share for the period presented.
+Added: As a result, diluted
+Added: income per share is the same as basic income per share for the period presented.
net income per share presented in the statement of operations is based on the following:
SCHEDULE OF NET INCOME LOSS REDEEMABLE AND NON REDEEMABLE SHARES
−Removed: Non-Redeemable
−Removed: Non-Redeemable
−Removed: Non-Redeemable
−Removed: Non-Redeemable
−Removed: THE THREE MONTHS ENDED SEPTEMBER 30, 2025
−Removed: THE THREE MONTHS ENDED SEPTEMBER 30, 2024
−Removed: THE NINE MONTHS ENDED SEPTEMBER 30, 2025
−Removed: THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024
−Removed: Non-Redeemable
−Removed: Non-Redeemable
−Removed: Non-Redeemable
−Removed: Non-Redeemable
−Removed: and diluted net income (loss) per share
−Removed: of net income (loss)
+Added: and diluted net income per share:
+Added: of net Income including accretion of temporary equity
+Added: of net income
Denominators:
1 unchanged sentence
shares outstanding
−Removed: and diluted net income (loss) per share
+Added: and diluted net income per share
Value of Financial Instruments
17 unchanged sentences
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 September
+Added: following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March
31, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such
−Removed: SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON RECURRING BASIS
−Removed: and investments held in trust account
−Removed: and investments held in trust account
+Added: OF ASSETS MEASURED AT FAIR VALUE ON RECURRING BASIS
+Added: Cash and investments
+Added: held in trust account
+Added: Cash and investments
+Added: 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 September 30, 2025 and December
−Removed: 31, 2024, ordinary shares subject to possible redemption in an amount of $ 63,276,305 and $ 60,752,079 , respectively, are presented at
−Removed: redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
−Removed: recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal
−Removed: the redemption value at the end of each reporting period.
−Removed: Increases or decreases in the carrying amount of redeemable ordinary shares
−Removed: are affected by charges against additional paid in capital or accumulated deficit if additional paid-in capital has no outstanding balance
−Removed: at the period end.
−Removed: of September 30, 2025 and December 31, 2024, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled
+Added: Accordingly, as of March 31, 2026 and December 31,
+Added: 2025, ordinary shares subject to possible redemption in an amount of $ 37,622,133 and $ 64,487,925 , respectively, are presented at redemption
+Added: value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
+Added: The Company recognizes
+Added: changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption
+Added: value at the end of each reporting period.
+Added: Increases or decreases in the carrying amount of redeemable ordinary shares are affected by
+Added: charges against additional paid in capital or accumulated deficit if additional paid-in capital has no outstanding balance at the period
+Added: of March 31, 2026 and December 31, 2025, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled
in the following table:
−Removed: SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
−Removed: public offering gross proceeds
−Removed: allocated to public rights
−Removed: costs allocated to public shares subject to possible redemption
−Removed: ( 3,974,257 )
−Removed: of carrying value to redemption value
−Removed: shares subject to possible redemption
−Removed: measurement of ordinary shares subject to possible redemption
+Added: OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
shares subject to possible redemption, as of December 31, 2024
measurement of ordinary shares subject to possible redemption
−Removed: Extension funds attributable to ordinary shares subject to redemption
−Removed: shares subject to possible redemption, as of September 30, 2025
+Added: funds attributable to ordinary shares subject to redemption
+Added: Ordinary shares
+Added: subject to possible redemption, as of December 31, 2025
+Added: Redemption of ordinary shares ( 2,541,908
+Added: shares redeemed at approx.
+Added: $ 10.83 per share on 3/23/2026)
+Added: ( 27,536,647 )
+Added: measurement of ordinary shares subject to possible redemption
+Added: funds attributable to ordinary shares subject to redemption
+Added: Ordinary shares
+Added: subject to possible redemption, as of March 31, 2026
Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about
14 unchanged sentences
is available to complete a Business Combination within the Combination Period.
−Removed: The CODM also reviews formation and operating
−Removed: costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
+Added: The CODM also reviews formation and operating costs to
+Added: manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
Accounting Standards
−Removed: does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
−Removed: on the Company’s financial statements.
+Added: Management does not believe that any recently issued,
+Added: but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
+Added: In November 2024, the FASB issued Accounting Standards Update (“ASU”)
+Added: 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of
+Added: Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the
+Added: notes to the financial statements on an interim and annual basis.
+Added: ASU 2024-03 is effective for fiscal years beginning after December 15,
+Added: 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.
+Added: The Company is currently evaluating the
+Added: impact of adopting ASU 2024-03.
3 — INITIAL PUBLIC OFFERING
12 unchanged sentences
Simultaneously
−Removed: with the closing of the IPO, the Company consummated the private sale of 230,000
−Removed: Private Placement Units to Yawei Cao, the Chairman and Chief Executive Officer of the Company, and TenX Global Capital LP
−Removed: (“TenX”), an affiliate of Dahe (Taylor) Zhang, the Company’s Chief Financial Officer.
−Removed: Each Unit consists of one
−Removed: share of ordinary shares and one right to receive one-tenths (1/10) of one Ordinary Share upon the consummation of the
−Removed: Company’s initial Business Combination.
−Removed: The proceeds from the sale of the Private Placement Units were added to the net
−Removed: proceeds from the IPO held in the Trust Account.
−Removed: 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
−Removed: the Public Shares (subject to the requirements of applicable law).
−Removed: The Private Placement Units (including the underlying securities)
−Removed: will not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain
+Added: with the closing of the IPO, the Company consummated the private sale of 230,000 Private Placement Units to Yawei Cao, the Chairman and
+Added: Chief Executive Officer of the Company, and TenX Global Capital LP (“TenX”), an affiliate of Dahe (Taylor) Zhang, the Company’s
+Added: Chief Financial Officer.
+Added: Each Unit consists of one share of ordinary shares and one right to receive one-tenths (1/10) of one Ordinary
+Added: Share upon the consummation of the Company’s initial Business Combination.
+Added: The proceeds from the sale of the Private Placement
+Added: Units were added to the net proceeds from the IPO held in the Trust Account.
+Added: If the Company does not complete a Business Combination
+Added: within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund
+Added: the redemption of the Public Shares (subject to the requirements of applicable law).
+Added: The Private Placement Units (including the underlying
+Added: securities) will not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions.
5 — RELATED PARTY TRANSACTIONS
57 unchanged sentences
September 9, 2025, Cayson Holding LP, one of the Sponsors, issued an unsecured promissory note to the Company, pursuant to which the
−Removed: Company borrowed an aggregate amount of $ 300,000
−Removed: (the “Extension Note”).
−Removed: The Extension Note is non-interest
−Removed: bearing and is repayable in full upon consummation of a Business Combination.
−Removed: The proceeds from the Extension Note were deposited into
−Removed: escrow account managed by the Company’s
−Removed: trustee, Continental.
−Removed: Such funds are subject to possible redemption by the Company’s public shareholders in accordance with the
−Removed: 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
−Removed: to January 23, 2026.
−Removed: As of September 30, 2025, $ 300,000
−Removed: was outstanding under the Extension Note.
+Added: Company borrowed an aggregate amount of $ 300,000 (the “Extension Note”).
+Added: The Extension Note is non-interest bearing and is
+Added: repayable in full upon consummation of a Business Combination.
+Added: The proceeds from the Extension Note were deposited into escrow account
+Added: managed by the Company’s trustee, Continental.
+Added: Such funds are subject to possible redemption by the Company’s public shareholders
+Added: in accordance with the terms of the Trust Account, and were used to extend the period of time the Company has to consummate a Business
+Added: Combination from September 23, 2025 to December 23, 2025.
+Added: As of March 31, 2026, $ 300,000 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 September 30, 2025 and December 31, 2024, there was no outstanding balance due to the related party.
+Added: As of March 31, 2026 and December 31, 2025, 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 September 30, 2025
+Added: As of March 31, 2026
and December 31, 2025, there was no outstanding balance due from the related party.
Services Agreement
−Removed: Company engaged TenX as a related party consultant in connection with the formation and initial
−Removed: public offering.
−Removed: During the period from May 27, 2024 (inception) through December 31, 2024, $ 150,000 has been paid through sponsor as
−Removed: deferred offering costs for these services.
−Removed: As of September 30, 2025 and December 31, 2024, no amounts remain outstanding.
+Added: Company engaged TenX Global Capital LP (“TenX”) as a related party consultant in connection with the formation and initial public
+Added: During the period from May 27, 2024 (inception) through December 31, 2025, $ 150,000
+Added: has been paid through sponsor as deferred offering costs for these services.
+Added: As of March 31, 2026 and December 31, 2025, no
+Added: amounts remain outstanding.
Administration
−Removed: on September 19, 2024, one of the Sponsors will be allowed to charge the Company an allocable share of its overhead, up to $ 10,000 per
−Removed: 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 September 30, 2025 and December 31, 2024, an administration fee of $ 4,194 has been accrued to accrued expenses, respectively.
+Added: on September 19, 2024, the date the Company’s ordinary shares are first listed on the Nasdaq, one of the Sponsors will be
+Added: allowed to charge the Company an allocable share of its overhead, up to $ 10,000
+Added: per month to the close of the Business Combination, to compensate it for the Company’s use of its office, utilities and
+Added: As of March 31, 2026 and December 31, 2025, an administration fee of $ 44,000
+Added: 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 September 30, 2025 and December 31, 2024, the
−Removed: Company has not incurred any such loans.
+Added: As of March 31, 2026 and December 31, 2025, the Company
+Added: has not incurred any such loans.
6 - PROMISSORY NOTE FROM A THIRD PARTY
−Removed: September 9, 2025, Mango Financial, the party to entered the Merger Agreement with the Company (see Note 1- Proposed Business Combination ),
−Removed: issued an unsecured promissory note to the Company, pursuant to which the Company borrowed an aggregate principal amount of $ 300,000
+Added: September 9, 2025, Mango Financial, the party to entered the Merger Agreement with the Company (see Note 1- Proposed Business
+Added: Combination ), issued an unsecured promissory note to the Company, pursuant to which the Company borrowed an aggregate
+Added: principal amount of $ 300,000
(the “Mango Extension Note 1”).
−Removed: The Mango Extension Note is non-interest bearing and is payable in full upon consummation of
−Removed: a Business Combination.
−Removed: The proceeds from the Mango Extension Note were deposited into escrow account managed by the Company’s
−Removed: trustee, Continental.
−Removed: Such funds are subject to possible redemption by the Company’s public shareholders in accordance with the
−Removed: terms of the Trust Account, and were used to extend the period of time the Company has to consummate a Business Combination from September
−Removed: 23, 2025 to January 23, 2026.
−Removed: As of September 30, 2025, $ 300,000 was outstanding under the Mango Extension Note.
+Added: The Mango Extension Note is non-interest bearing and is payable in full upon consummation
+Added: of a Business Combination.
+Added: The proceeds from the Mango Extension Note were deposited into escrow account managed by the
+Added: Company’s trustee, Continental.
+Added: Such funds are subject to possible redemption by the Company’s public shareholders in
+Added: accordance with the terms of the Trust Account, and were used to extend the period of time the Company has to consummate a Business
+Added: Combination from September 23, 2025 to December 23, 2025.
+Added: As of March 31, 2026, $ 300,000
+Added: was outstanding under the Mango Extension Note.
+Added: December 17, 2025, Mango Financial issued an unsecured promissory note to the Company, pursuant to which the Company borrowed an aggregate
+Added: principal amount of $ 600,000 (the “Mango Extension Note 2”).
+Added: The Mango Extension Note 2 is non-interest bearing and is payable
+Added: in full upon consummation of a Business Combination.
+Added: The proceeds from the Mango Extension Note 2 were deposited into Trust Account on
+Added: December 23, 2025, and were used to extend the period of time the Company has to consummate a Business Combination from December 23,
+Added: 2025 to March 23, 2026.
+Added: As of March 31, 2026 and December 31, 2025, $ 600,000 was outstanding under the Mango Extension Note 2.
+Added: March 18, 2026, Mango Financial issued an unsecured promissory note to the Company, pursuant to which the Company borrowed an aggregate
+Added: principal amount of $ 750,000 (the “Mango Extension Note 3”).
+Added: The Mango Extension Note 3 is non-interest bearing and is payable
+Added: in full upon consummation of a Business Combination.
+Added: The first $ 125,000 of such amount from the Mango Extension Note 3 were deposited
+Added: into Trust Account on March 19, 2026, and were used to extend the period of time the Company has to consummate a Business Combination
+Added: from March 23, 2026 to April 23, 2026.
+Added: As of March 31, 2026, $ 125,000 was outstanding under the Mango Extension Note 3.
+Added: As of March 31, 2026 and December 31, 2025, the total amount due was $ 1,025,000
+Added: and $ 900,000 respectively.
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: The underwriter did not exercise their over-allotment option and hence a total of 225,000 ordinary shares were forfeited by the Sponsors.
+Added: The underwriter
+Added: did not exercise their over-allotment option and hence a total of 225,000 ordinary shares were forfeited by the Sponsors.
the closing of the IPO, the underwriters were paid a cash underwriting discount of $ 0.20 per Unit, or $ 1,200,000 in the aggregate, while
8 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 September 30, 2025 and December 31, 2024, there were no shares of preferred shares issued or outstanding.
+Added: As of March 31, 2026 and December 31, 2025, 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 September 30, 2025 and December 31, 2024, there were 1,830,000 ordinary
+Added: As of March 31, 2026 and December 31, 2025, there were 1,830,000 ordinary
shares issued and outstanding (excluding 3,458,092 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, the agreement provides under section 5.20, “Fees and Expenses,” that
−Removed: 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 nine months ended September 30, 2025, MFG paid $ 280,725 of the Company’s transaction expenses directly on our behalf for which
+Added: to the Merger Agreement, as describe in Note 1, the agreement provides under section 5.20, “Fees and Expenses,” that all
+Added: fees and expenses incurred by the Parties in connection with this Agreement and the Transactions shall be paid by MFG and North Water.
+Added: the three months ended March 31, 2026, MFG paid $ 223,891 of the Company’s transaction expenses directly on our behalf for which
there is no obligation of repayment, and are recognized as capital contributions to the Company.
2 unchanged sentences
Based upon this review, the Company identified the following subsequent event that is required disclosure in the financial
−Removed: October 10, 2025, the Company’s trustee, Continental Stock Transfer & Trust Company (“Continental”), deposited
−Removed: $ 600,000 into the Trust Account.
−Removed: The deposit represents the Company’s required extension payment, which Continental received on
−Removed: September 18, 2025 pursuant to the Company’s extension letter dated September 17, 2025.
−Removed: Continental agreed to credit the Trust Account $ 1,429 of use-of-funds interest, representing the earnings that would have accrued from September
−Removed: 18, 2025 through October 10, 2025.
+Added: April 14, 2026, Cayson and Mango entered into an amendment to the Business Combination Agreement (the “Amendment 2”).
+Added: April 22, 2026, Mango Financial loaned the second $ 125,000 of $ 750,000 (the “Mango Extension Note 3”) to the Company and
+Added: the Company deposited such amount into the trust account in order to extend the time that the Company has to consummate an initial business
+Added: combination from April 23, 2026, to May 23, 2026.
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.