25 unchanged sentences
We have neither engaged in any operations nor generated any revenues to date.
−Removed: 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.
+Added: Our only activities from July 25, 2024 (inception) through September 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 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.
−Removed: 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: For the three months ended September 30, 2025, we had net income of $2,137,767, which consisted of interest earned on investments held in the Trust Account of $2,651,071, offset by formation and operating costs of $513,304.
+Added: For the nine months ended September 30, 2025, we had net income of $6,379,642, which consisted of interest earned on investments held in the Trust Account of $7,360,268, as well as change in fair value of over-allotment liability of $268,783, offset by formation and operating costs of $1,249,409.
+Added: For the period from July 25, 2024 (inception) through September 30, 2024, we had a net loss $90,741, which consisted of formation and operating costs.
Liquidity, Capital Resources and Going Concern
17 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: For the six months ended June 30, 2025, cash used in operating activities was $653,106.
+Added: For the nine months ended September 30, 2025, cash used in operating activities was $948,244.
Net income of $6,379,642 was affected by the interest earned on investments held in the Trust Account of $7,360,268 and a change in the fair value of over-allotment option of $268,783.
Changes in operating assets and liabilities provided $301,165 of cash from operating activities.
−Removed: As of June 30, 2025, we had investments held in the Trust Account of $236,176,471.
−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
−Removed: payable, to complete our Business Combination.
+Added: For the period from July 25, 2024 (inception) through September 30, 2024, cash used in operating activities was $0.
+Added: Net loss of $91,741 was affected by the formation costs applied to prepaid expenses contributed by the Sponsor through a promissory note of $11,886 and a payment of operating costs by the Sponsor via promissory note- related party of $51,105.
+Added: Changes in operating assets and liabilities provided $27,750 of cash from operating activities.
+Added: As of September 30, 2025, we had investments held in the Trust Account of $238,827,542.
+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 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 June 30, 2025, we had cash of $618,822.
+Added: As of September 30, 2025, we had cash of $323,684.
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.
16 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 and $60,000 for administrative services for the three and six months ended June 30, 2025.
+Added: The Company incurred and paid $30,000 and $90,000 for administrative services for the three and nine months ended September 30, 2025.
Underwriting Agreement
13 unchanged sentences
Accordingly, the actual results could materially differ from those estimates.
−Removed: 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.
+Added: As of September 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.