22 unchanged sentences
We have neither engaged in any operations nor generated any revenues to date.
−Removed: Our only activities from October 29, 2024 (inception) through June 30, 2025 were organizational activities and those necessary to prepare for the Initial Public Offering, and subsequent to the Initial Public Offering, identifying a target company for our initial Business Combination.
+Added: Our only activities from October 29, 2024 (inception) through September 30, 2025 were organizational activities and those necessary to prepare for the Initial Public Offering, and subsequent to the Initial Public Offering, identifying a target company for our initial Business Combination.
We do not expect to generate any operating revenues until after the completion of our initial 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 in connection with searching for, and completing, our initial Business Combination.
−Removed: For the three months ended June 30, 2025, we had a net income of $1,319,166, which consisted of interest earned on investments held in the Trust Account of $1,767,744, offset by general and administrative costs of $448,578.
−Removed: For the six months ended June 30, 2025, we had a net income of $1,298,717, which consisted of interest earned on investments held in the Trust Account of $1,767,744, offset by general and administrative costs of $469,027.
+Added: For the three months ended September 30, 2025, we had a net income of $2,764,627, which consisted of interest earned on investments held in the Trust Account of $2,901,973, offset by general and administrative costs of $137,346.
+Added: For the nine months ended September 30, 2025, we had a net income of $4,063,344, which consisted of interest earned on investments held in the Trust Account of $4,669,717, offset by general and administrative costs of $606,373.
Liquidity and Capital Resources
7 unchanged sentences
We incurred $18,821,468 of transaction costs, consisting of $4,800,000 of cash underwriting commissions, $13,140,000 of deferred underwriting commissions, and $881,468 of other offering costs (including repayment of the Sponsor Promissory Note).
−Removed: For the six months ended June 30, 2025, cash used in operating activities was $301,421.
+Added: For the nine months ended September 30, 2025, cash used in operating activities was $468,024.
Net income of $4,063,344 was affected by interest earned on investments held in the Trust Account of $4,669,717 and payment of operation costs through promissory note of $20,450.
Changes in operating assets and liabilities provided $117,899 of cash for operating activities.
−Removed: As of June 30, 2025, we had marketable securities held in the Trust Account of $277,767,744 (including approximately $1,767,744 of interest income) consisting of mutual funds primarily invested in U.S.
+Added: As of September 30, 2025, we had marketable securities held in the Trust Account of $280,669,717 (including approximately $4,669,717 of interest income) consisting of mutual funds primarily invested in U.S.
Treasury Bills with a maturity of 185 days or less.
2 unchanged sentences
To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial 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 $827,241.
+Added: As of September 30, 2025, we had cash of $660,638.
We intend to 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, structure, negotiate and complete an initial Business Combination, and to pay for directors and officers liability insurance premiums.
4 unchanged sentences
Such warrants would be identical to the Private Placement Warrants.
+Added: In connection with our assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that our liquidity condition raise substantial doubt about the Company’s ability to continue as a going concern.
+Added: No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period.
We believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial Business Combination.
−Removed: Moreover, we may need to obtain additional financing either to complete our initial Business Combination or
−Removed: because we become obligated to redeem a significant number of our public shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such initial Business Combination.
+Added: Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such initial Business Combination.
Off-Balance Sheet Arrangements
−Removed: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.
+Added: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025.
Contractual Obligations
18 unchanged sentences
Ordinary Shares Subject to Possible Redemption
−Removed: We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a
−Removed: liability instrument and measured at fair value.
+Added: We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value.
Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity.
11 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.