23 unchanged sentences
If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.
−Removed: Recent Developments
−Removed: On January 23, 2025, the underwriters of the Initial Public Offering exercised the over-allotment option in full, and on January 27, 2025, purchased an additional 3,000,000 Units (“Option Units”).
−Removed: The Option Units were sold at an offering price of $10.00 per Option Unit, generating gross proceeds to us of $30,000,000.
−Removed: In connection with the full exercise of the over-allotment option, the Sponsor and B.
−Removed: Riley, the representative of the underwriters in the Initial Public Offering, purchased an additional 750,000 Private Placement Warrants in the aggregate at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $750,000.
−Removed: Following the full exercise of the over-allotment option and the closing of the Private Placement, an aggregate amount of $30,150,000 was deposited into the Trust Account.
−Removed: Our Units commenced public trading on December 13, 2024, and our Public Shares and Public Warrants commenced separate public trading on February 3, 2025.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
−Removed: Our only activities from July 25, 2024 (inception) through March 31, 2025 were organizational activities and those necessary to prepare for and consummate the Initial Public Offering, and following the closing of the Initial Public Offering, searching for a target with which to consummate a Business Combination.
+Added: Our only activities from July 25, 2024 (inception) through June 30, 2025 were organizational activities and those necessary to prepare for and consummate the Initial Public Offering, and following the closing of the Initial Public Offering, searching for a target with which to consummate a Business Combination.
We do not expect to generate any operating revenues until after the completion of our Business Combination.
1 unchanged sentence
We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
−Removed: For the three months ended March 31, 2025, we had net income of $2,214,005, which consisted of interest earned on investments held in the Trust Account of $2,286,602, as well as change in fair value of over - allotment liability of $268,783, offset by formation and operating costs of $341,380.
−Removed: Factors That May Adversely Affect our Results of Operations
−Removed: Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control.
−Removed: Our results of operations and our ability to consummate an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East.
−Removed: We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.
−Removed: Liquidity and Capital Resources
+Added: For the three months ended June 30, 2025, we had net income of $2,027,870, which consisted of interest earned on investments held in the Trust Account of $2,422,595, offset by formation and operating costs of $394,725.
+Added: For the six months ended June 30, 2025, we had net income of $4,241,875, which consisted of interest earned on investments held in the Trust Account of $4,709,197, as well as change in fair value of over-allotment liability of $268,783, offset by formation and operating costs of $736,105.
+Added: Liquidity, Capital Resources and Going Concern
Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B Ordinary Shares by the Sponsor and loans from the Sponsor.
5 unchanged sentences
Riley, generating gross proceeds of $7,385,000.
+Added: On January 23, 2025, the underwriters exercised the over-allotment option in full, and on January 27, 2025, purchased an additional 3,000,000 Units pursuant to the full exercise of the over-allotment option.
+Added: The over-allotment Units were sold at an offering price of $10.00 per share, generating gross proceeds to the Company of $30,000,000.
+Added: In connection with the closing of the over-allotment option, the Sponsor and B.
+Added: Riley purchased an additional 750,000 Private Placement Warrants in the aggregate at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $750,000.
+Added: Following the closing of the over-allotment option and the sale of additional Private Placement Warrants, an aggregate amount of $30,150,000 was deposited into the Trust Account.
Following the Initial Public Offering and the full exercise of the over-allotment option, a total of $231,150,000 was placed in the Trust Account.
4 unchanged sentences
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
−Removed: On January 23, 2025, the underwriters exercised the over-allotment option in full, and on January 27, 2025, purchased an additional 3,000,000 Units pursuant to the full exercise of the over-allotment option.
−Removed: The over-allotment Units were sold at an offering price of $10.00 per share, generating gross proceeds to the Company of $30,000,000.
−Removed: In connection with the closing of the over-allotment option, the Sponsor and B.
−Removed: Riley purchased an additional 750,000 Private Placement Warrants in the aggregate at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $750,000.
−Removed: Following the closing of the over-allotment option and the sale of additional Private Placement Warrants, an aggregate amount of $30,150,000 was deposited into the Trust Account.
−Removed: For the three months ended March 31, 2025, cash used in operating activities was $323,430.
+Added: For the six months ended June 30, 2025, cash used in operating activities was $653,106.
Net income of $4,241,875 was affected by the interest earned on investments held in the Trust Account of $4,709,197 and a change in the fair value of over-allotment option of $268,783.
Changes in operating assets and liabilities provided $82,999 of cash from operating activities.
−Removed: As of March 31, 2025, we had investments held in the Trust Account of $233,753,876.
−Removed: We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable, to complete our Business Combination.
+Added: As of June 30, 2025, we had investments held in the Trust Account of $236,176,471.
+Added: We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes
+Added: payable, to complete our Business Combination.
To the extent that our equity or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
−Removed: As of March 31, 2025, we had cash of $948,498.
+Added: As of June 30, 2025, we had cash of $618,822.
We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
5 unchanged sentences
The terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.
−Removed: We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business for at least the next 12 months.
−Removed: However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.
−Removed: Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
+Added: In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Update Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans.
+Added: There is no assurance that our plans to raise additional capital will be successful.
+Added: We lack the financial resources we need to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the unaudited condensed financial statements included in Item 1.
+Added: “Financial Statements” of this Quarterly Report.
+Added: These conditions raise substantial doubt about our ability to continue as a going concern.
+Added: The unaudited condensed financial statements included in Item 1.
+Added: “Financial Statements” of this Quarterly Report do not include any adjustments that might result from the outcome of this uncertainty.
Contractual Obligations
2 unchanged sentences
Commencing on December 13, 2024, and until completion of our initial Business Combination or liquidation, we pay our Sponsor $10,000 per month for certain office space, utilities and secretarial and administrative support pursuant to the Administrative Services Agreement.
−Removed: The Company incurred and paid $30,000 for administrative services for the three months ended March 31, 2025.
+Added: The Company incurred and paid $30,000 and $60,000 for administrative services for the three and six months ended June 30, 2025.
Underwriting Agreement
13 unchanged sentences
Accordingly, the actual results could materially differ from those estimates.
−Removed: As of March 31, 2025, our critical estimates included estimates made by management in the calculation of the over-allotment liability, primarily related to the estimate of underlying stock volatility, taking into account that changes in such estimates could have material impact on the calculation of the over-allotment liability.
+Added: As of June 30, 2025, our critical estimates included estimates made by management in the calculation of the over-allotment liability, primarily related to the estimate of underlying stock volatility, taking into account that changes in such estimates could have material impact on the calculation of the over-allotment liability.
Current and anticipated future events might affect the determination of whether certain estimates are considered critical by management.
2 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.