Legal Proceedings.
−Removed: We are not currently a
−Removed: party to any material litigation or other legal proceedings brought against us.
+Added: We are not currently a party
+Added: to any material litigation or other legal proceedings brought against us.
We are also not aware of any legal proceeding, investigation
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is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future.
−Removed: Further, if we incur
−Removed: any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive
−Removed: covenants we may agree to in connection therewith.
+Added: Further, if we incur any
+Added: indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants
+Added: we may agree to in connection therewith.
Securities Authorized for Issuance Under Equity
2 unchanged sentences
of Proceeds from Registered Offerings
−Removed: Pursuant to a subscription
−Removed: agreement dated March 21, 2024, as further amended on July 25, 2024 and December 20, 2024, the Company issued 1,437,500 Ordinary Shares
−Removed: to the Sponsor for a purchase price of $25,000, or approximately $0.0167 per share, among which, up to 225,000 shares are subject to
−Removed: forfeiture if the over-allotment option is not exercised (the “Founder Shares”), in connection with the Company’s organization.
−Removed: Pursuant to a securities transfer agreement dated November 8, 2024, as amended on December 20, 2024, the Sponsor transferred 12,000 Founder
−Removed: Shares to each of our independent directors, Dr.
−Removed: Anthony Wong (former director), Mr.
−Removed: Kevin McKenzie and Ms.
−Removed: Qian (Hebe) Xu, at the
−Removed: original purchase price, immediately prior to the closing of the IPO.
−Removed: The holders of the Founder Shares are referred to as the “our
−Removed: insiders.” The issuance of such Founder Shares to the Sponsor was made pursuant to the exemption from registration under Section
−Removed: 4(a)(2) of the Securities Act.
On January 24, 2025, we consummated
the IPO of 6,000,000 Units, generating gross proceeds of $60,000,000.
−Removed: A.G.P./Alliance Global Partners acted as representative of the
−Removed: underwriters.
+Added: A.G.P./Alliance Global Partners acted as representative of the underwriters.
The securities sold in the IPO were sold pursuant to a registration statement on Form S-1 (File No.:
−Removed: The registration
−Removed: statement became effective on January 22, 2025.
+Added: The registration statement
+Added: became effective on January 22, 2025.
On January 24, 2025, substantially
14 unchanged sentences
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.