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 March 31, 2025 were organizational activities and those necessary to prepare for the Initial Public Offering.
+Added: 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.
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 March 31, 2025, we had a net loss of $20,449, which consisted of general and administrative costs.
+Added: 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.
+Added: 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.
Liquidity and Capital Resources
1 unchanged sentence
As of May 5, 2025, we had borrowed $250,000 under the Sponsor Promissory Note, which was repaid simultaneously with the closing of the Initial Public Offering.
−Removed: Subsequent to the quarterly period covered by this Quarterly Report, on May 5, 2025, we consummated the Initial Public Offering of 27,600,000 units (the “Units”) at $10.00 per Unit, which included the full exercise by the underwriters of their over-allotment option of 3,600,000 Units.
+Added: On May 5, 2025, we consummated the Initial Public Offering of 27,600,000 units (the “Units”) at $10.00 per Unit, which included the full exercise by the underwriters of their over-allotment option of 3,600,000 Units.
Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class A ordinary shares”), and one-half of one redeemable warrant.
3 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).
+Added: For the six months ended June 30, 2025, cash used in operating activities was $301,421.
+Added: Net income of $1,298,717 was affected by interest earned on investments held in the Trust Account of $1,767,744 and payment of operation costs through promissory note of $20,450.
+Added: Changes in operating assets and liabilities provided $147,156 of cash for operating activities.
+Added: 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: Treasury Bills with a maturity of 185 days or less.
+Added: We may withdraw interest from the Trust Account to pay taxes, if any.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (excluding deferred underwriting commissions and less taxes payable, if any), to complete our initial Business Combination.
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.
+Added: As of June 30, 2025, we had cash of $827,241.
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.
−Removed: We do not 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: However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial 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 initial Business Combination.
−Removed: 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.
+Added: 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.
+Added: Moreover, we may need to obtain additional financing either to complete our initial Business Combination or
+Added: 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 March 31, 2025.
+Added: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.
Contractual Obligations
16 unchanged sentences
Accordingly, the actual results could materially differ from those estimates.
−Removed: As of March 31, 2025, we did not have any critical accounting estimates to be disclosed.
+Added: We have identified the following critical accounting estimates:
+Added: Ordinary Shares Subject to Possible Redemption
+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
+Added: liability instrument and measured at fair value.
+Added: 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.
+Added: At all other times, ordinary shares are classified as shareholders’ equity.
+Added: Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.
+Added: Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our condensed balance sheets.
+Added: Net Income (Loss) Per Ordinary Share
+Added: We apply the two-class method in calculating earnings per share.
+Added: Net income (loss) per ordinary share, basic and diluted for Class A ordinary shares subject to possible redemption is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, if any, by the weighted average number of shares of Class A ordinary shares subject to possible redemption outstanding for the period.
+Added: Net income (loss) per ordinary share, basic and diluted for and non-redeemable ordinary shares is calculated by dividing net loss less income attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of shares of non-redeemable ordinary shares outstanding for the period presented.
+Added: Recent Accounting Standards
+Added: Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
Quantitative and Qualitative Disclosures About Market Risk
1 unchanged sentence
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.