What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-13 · 97 added, 96 removed, 694 unchanged (22% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current Assets

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Preference shares, $ 0.0001 par value, 10,000,000 shares authorized, none issued and outstanding

Ordinary shares, $ 0.0001 par value, 490,000,000 shares authorized, 1,944,290 shares and 1,500,000 issued and outstanding (1) (excluding 6,000,000 shares and 0 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

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Total Liabilities, Shares Subject to Possible Redemption, and Shareholders’ Equity (Deficit)

(1) Ordinary shares have been retroactively

restated to reflect the Sponsor’s forfeiture of 225,000 Founder Shares on March 10, 2025 for no consideration as the underwriters

of the IPO did not exercise the over-allotment option.

(1) Ordinary shares have been retroactively restated to reflect the Sponsor’s forfeiture of 225,000 Founder Shares on March 10, 2025 for no consideration as the underwriters of the IPO did not exercise the over-allotment option.

The accompanying notes are an integral part of

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UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

September 30,

General and administrative expenses

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UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Ordinary Shares

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Balance – June 30, 2025

FOR THE THREE MONTH ENDED JUNE 30, 2024 AND THE PERIOD FROM JANUARY

18, 2024 (INCEPTION) THROUGH JUNE 30, 2024

Accretion of carrying value to redemption value

Balance – September 30, 2025

FOR THE THREE MONTH ENDED SEPTEMBER 30,

2024 AND THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

Ordinary Shares

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Balance – June 30, 2024

(1) Ordinary shares have been retroactively

restated to reflect the Sponsor’s forfeiture of 225,000 Founder Shares on March 10, 2025 for no consideration as the underwriters

of the IPO did not exercise the over-allotment option.

Balance – September 30, 2024

The accompanying notes are an integral part of

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UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

September 30,

Cash Flows from Operating Activities:

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

Note 1 — Organization,

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The Company has selected December 31 as its fiscal year end.

As of June 30, 2025, the Company had not commenced

any operations.

For the period from January 18, 2024 (inception) through June 30, 2025, the Company’s efforts had been limited to

organizational activities as well as activities related to completing the initial public offering (“IPO”) described below,

and subsequent to the IPO, identifying a target company for a Business Combination.

The Company will not generate any operating revenues

until after the completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of dividend

and/or interest income from the proceeds derived from the IPO and sale of Private Placement Units (as defined below).

As of September 30, 2025, the Company had not

commenced any operations.

For the period from January 18, 2024 (inception) through September 30, 2025, the Company’s efforts had

been limited to organizational activities as well as activities related to completing the initial public offering (“IPO”)

described below, and subsequent to the IPO, identifying a target company for a Business Combination.

The Company will not generate any

operating revenues until after the completion of a Business Combination, at the earliest.

The Company will generate non-operating income

in the form of dividend and/or interest income from the proceeds derived from the IPO and sale of Private Placement Units (as defined

The Company’s management has broad discretion

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Going Concern Consideration

As of June 30, 2025, the Company had $ 761,463

As of September 30, 2025, the Company had $ 638,311

cash and a working capital of $ 587,802 .

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of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included.

results for the three and six months ended June 30, 2025 are not necessarily indicative of results that may be expected through December

31, 2025 or for any future periods.

These financial statements should be read in conjunction with the Company’s 2024 Annual Report

on Form 10-K as filed with the SEC on March 31, 2025.

The accompanying condensed balance sheet as of December 31, 2024 has been derived

from the audited balance sheet included in the Form 10-K.

results for the three and nine months ended September 30, 2025 are not necessarily indicative of results that may be expected through

December 31, 2025 or for any future periods.

These financial statements should be read in conjunction with the Company’s 2024 Annual

Report on Form 10-K as filed with the SEC on March 31, 2025.

The accompanying condensed balance sheet as of December 31, 2024 has been

derived from the audited balance sheet included in the Form 10-K.

Emerging Growth Company Status

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with an original maturity of three months or less when purchased to be cash equivalents.

As of June 30, 2025 and December 31, 2024,

As of September 30, 2025 and December 31,

2024, the Company had $ 638,311 and $0 in cash, respectively, and none in cash equivalents for both periods.

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impact on the Company’s financial condition, results of operations, and cash flows.

As of June 30, 2025 and December 31, 2024, the

Company has not experienced losses on these accounts.

As of September 30, 2025 and December 31, 2024,

the Company has not experienced losses on these accounts.

Demand Deposit in Trust Account

Upon closing of the IPO, the Company invested

the proceeds into an interest-bearing demand deposit account, which comprised the entire balance of the Trust Account as of June 30, 2025

and earned $ 614,514 and $ 1,018,247 of interest income during the three and six months ended June 30, 2025, respectively.

the proceeds into an interest-bearing demand deposit account, which comprised the entire balance of the Trust Account as of September

30, 2025 and earned $ 629,947 and $ 1,648,194 of interest income during the three and nine months ended September 30, 2025, respectively.

Offering Costs Associated with the IPO

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Net income (loss) Per Ordinary Share

The Company complies with accounting and disclosure

requirements of FASB ASC 260, Earnings Per Share.

The unaudited condensed statements of operations include a presentation of income (loss)

per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share because redemption

of the redeemable shares is not at fair value pursuant to the guidance in ASC 480-10-S99.

Net (loss) income per ordinary share is computed

by dividing net income by the weighted-average number of ordinary shares outstanding during the period.

The Company has elected to treat

only the portion of the periodic adjustment to the carrying amount of the redeemable shares that reflects a redemption in excess of fair

value like a dividend.

As such, income or loss allocable to each class of ordinary share is not adjusted for the accretion of carrying

value to redemption value.

The Company complies with accounting and

disclosure requirements of FASB ASC 260, Earnings Per Share.

The Company has two outstanding classes of shares, which are referred to

as redeemable ordinary shares and non-redeemable ordinary shares.

Net income (loss) is shared pro rata between the two classes of ordinary

Net (loss) income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding

during the period.

The remeasurement adjustment associated with the redeemable ordinary shares is excluded from earnings (loss) per share

as the redemption value approximates fair value.

The calculation of diluted income per ordinary

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is contingent upon the occurrence of future events.

As of June 30, 2025, the Company did not have any dilutive securities or other contracts

that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company.

diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

As of September 30, 2025, the Company did not have any dilutive securities or other

contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company.

a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

The net income (loss) per share presented in the

1 unchanged sentence

Three Months Ended

June 30, 2025

September 30, 2025

Three Months Ended

June 30, 2024

September 30, 2024

Non-redeemable

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Basic and diluted net income (loss) per ordinary share

Six Months Ended

June 30, 2025

Nine Months Ended

September 30, 2025

For the Period from

1 unchanged sentence

(Inception) Through

June 30, 2024

September 30, 2024

Non-redeemable

5 unchanged sentences

Basic and diluted net income (loss) per ordinary share

(1) Ordinary shares have been retroactively

restated to reflect the Sponsor’s forfeiture of 225,000 Founder Shares on March 10, 2025 for no consideration as the underwriters

of the IPO did not exercise the over-allotment option.

Fair Value of Financial Instruments

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or in absence of retained earnings, additional paid-in capital).

Accordingly, as of June 30, 2025, ordinary shares

subject to possible redemption are presented at redemption value as temporary equity, outside of permanent shareholders’ equity

on the Company’s balance sheet in the following table:

Accordingly, as of September 30, 2025, ordinary

shares subject to possible redemption are presented at redemption value as temporary equity, outside of permanent shareholders’

equity on the Company’s balance sheet in the following table:

Gross proceeds from IPO

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Accretion of carrying value to redemption value

Ordinary shares subject to possible redemption – June 30, 2025

Ordinary shares subject to possible redemption – September 30, 2025

The Company accounts for the Public Rights and

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There were no unrecognized tax benefits and no amounts accrued for interest

and penalties as of June 30, 2025 and December 31, 2024.

The Company is currently not aware of any issues under review that could result

in significant payments, accruals or material deviation from its position.

and penalties as of September 30, 2025 and December 31, 2024.

The Company is currently not aware of any issues under review that could

result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income

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option, with such forfeiture being reflected retroactively in the accompanying financial statements.

As of June 30, 2025, the Sponsor

As of September 30, 2025, the Sponsor

holds 1,698,290 Ordinary Shares in total, including 1,464,000 Founder Shares and 234,290 Ordinary Shares included in the Private Units.

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Company prior to the completion of the IPO.

Founder Shares are identical to the ordinary shares included in the Units being sold in the IPO, and holders of Founder Shares have the

same shareholder rights as public shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described

in more detail below, and (ii) the Sponsor, officers and directors of the Company have entered into a letter agreement with the Company,

pursuant to which they have agreed (A) to waive their redemption rights with respect to the Founder Shares, private placement shares and

public shares in connection with the completion of its initial Business Combination and (B) to waive their rights to liquidating distributions

from the Trust Account with respect to the Founder Shares and private placement shares if the Company fails to complete its initial Business

Combination by January 22, 2026 ( unless the Company extends

the Business Combination period), although they will be entitled to liquidating distributions from the Trust Account with respect to any

public shares they hold if the Company fails to complete its initial Business Combination within such time period and (iii) the Founder

Shares and private placement shares are subject to registration rights.

If the Company submits its initial Business Combination to its

public shareholders for a vote, the Sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant

to the terms of a letter agreement entered into with the Company, to vote any Founder Shares and private placement shares held by them

and any public shares purchased during or after the IPO in favor of the Company’s initial Business Combination.

The Founder Shares are identical to the ordinary

shares included in the Units being sold in the IPO, and holders of Founder Shares have the same shareholder rights as public shareholders,

except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, and (ii) the Sponsor,

officers and directors of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to

waive their redemption rights with respect to the Founder Shares, private placement shares and public shares in connection with the completion

of its initial Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to

the Founder Shares and private placement shares if the Company fails to complete its initial Business Combination by January 22, 2026

(unless the Company extends the Business Combination period), although they will be entitled to liquidating distributions from the Trust

Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within such time

period and (iii) the Founder Shares and private placement shares are subject to registration rights.

If the Company submits its initial

Business Combination to its public shareholders for a vote, the Sponsor, officers and directors have agreed (and their permitted transferees

will agree), pursuant to the terms of a letter agreement entered into with the Company, to vote any Founder Shares and private placement

shares held by them and any public shares purchased during or after the IPO in favor of the Company’s initial Business Combination.

The Sponsor has agreed not to transfer, assign

or sell any of its Founder Shares until the earlier to occur of:

(A) six months after the completion of the initial Business Combination

(A) nine months after the completion of the initial Business Combination

or (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction

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insiders, officers and directors or their affiliates, if any, have not been determined and no written agreements exist with respect to

As of June 30, 2025 and December 31, 2024, the

Company had no borrowings under the Working Capital Loans or the extension convertible notes.

As of September 30, 2025 and December 31, 2024,

the Company had no borrowings under the Working Capital Loans or the extension convertible notes.

Administrative Support Services

Commencing on the effective date of the registration statement of the

IPO (January 22, 2025), the Company agreed to pay the Sponsor a total of $ 10,000 per month for office space, utilities and secretarial

and administrative support.

Upon completion of its initial Business Combination or its liquidation, the Company will cease paying these

monthly fees.

The Company incurred $ 30,000 and $ 50,000 for the three and six months ended June 30, 2025, respectively, of which $ 20,000

were included in the accounts payable and accrued expenses as of June 30, 2025.

The Company did not incur any administrative fees during

fiscal year 2024.

Commencing on the effective date of the registration

statement of the IPO (January 22, 2025), the Company agreed to pay the Sponsor a total of $ 10,000 per month for office space, utilities

and secretarial and administrative support.

Upon completion of its initial Business Combination or its liquidation, the Company will cease

paying these monthly fees.

The Company incurred $ 30,000 and $ 80,000 for the three and nine months ended September 30, 2025, respectively,

of which $ 50,000 were included in the accounts payable and accrued expenses as of September 30, 2025.

The Company did not incur any administrative

fees during fiscal year 2024.

Note 6 — Commitments and

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and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of June 30, 2025

As of September 30,

2025 and December 31, 2024, there were no preferred shares issued or outstanding.

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to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

As of June 30, 2025 and December 31,

As of September 30, 2025 and December

31, 2024, there were 1,944,290 and 1,500,000 ordinary shares issued and outstanding, respectively, which retroactively reflects the forfeiture

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of the Business Combination.

As of June 30, 2025, there were 6,000,000 Public Rights and 234,290 Private Rights outstanding, which can

be converted into a total of 890,612 ordinary shares.

As of September 30, 2025, there were 6,000,000 Public Rights and 234,290 Private Rights outstanding, which

can be converted into a total of 890,612 ordinary shares.

The shares issuable upon conversion of the Public

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and making key decisions regarding resource allocation the CODM reviews key metrics, which include the following:

For the Three Months

the Six Months

September 30,

General and administrative expenses

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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-Q

Item 1. Financial Statements