What changed in this filing

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Item 1. Financial Statements

2025-11-12 compared with 2025-08-13 · 102 added, 69 removed, 724 unchanged (19% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current assets

14 unchanged sentences

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A ordinary shares subject to possible redemption, 17,500,000 shares at redemption value of approximately $ 10.30 and $ 10.09 per share at June 30, 2025 and December 31, 2024, respectively

Class A ordinary shares subject to possible redemption, 17,500,000 shares at redemption value of approximately $ 10.40 and $ 10.09 per share at September 30, 2025 and December 31, 2024, respectively

SHAREHOLDERS’ DEFICIT

1 unchanged sentence

1,000,000 shares authorized;

none issued and outstanding at June 30, 2025 and December 31, 2024

none issued and outstanding at September 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

988,125 issued and outstanding at June 30, 2025 and December 31, 2024 (excluding 17,500,000 shares subject to possible redemption)

988,125 issued and outstanding at September 30, 2025 and December 31, 2024 (excluding 17,500,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

5,833,333 and 6,708,333 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

5,833,333 and 6,708,333 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

12 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

2024 (inception)

September 30,

For the Period from June 19, 2024

(inception) through

September 30,

General and administrative expenses

Loss from operations

( 1,166,153 )

Other income:

3 unchanged sentences

Total other income

NET INCOME (LOSS)

$ ( 104,287 )

Weighted average shares outstanding of Class A ordinary shares

6 unchanged sentences

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

Ordinary Shares

17 unchanged sentences

$ ( 6,878,857 )

Accretion for ordinary shares subject to redemption

( 1,860,391 )

Balance – September 30, 2025 (unaudited)

$ ( 7,473,211 )

$ ( 7,472,529 )

FOR THE PERIOD FROM JUNE 19, 2024 (INCEPTION)

THROUGH JUNE 30, 2024

THROUGH SEPTEMBER 30, 2024

Ordinary Shares

2 unchanged sentences

Balance — June 19, 2024 (inception)

Class B ordinary shares issued to Sponsor

Balance – June 30, 2024 (unaudited)

Issuance of Class B ordinary shares to Sponsor

Balance – September 30, 2024 (unaudited)

$ ( 104,287 )

The accompanying notes are an integral part of

2 unchanged sentences

CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

2024 (inception)

September 30,

Cash Flows from Operating Activities:

$ ( 104,287 )

Adjustments to reconcile net income to net cash used in operating activities:

Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Change in fair value of over-allotment liability

7 unchanged sentences

Net cash used in operating activities

Cash Flows from Financing Activities:

Proceeds from issuance of founder shares to Sponsor HoldCo

Advance from related party

Payment of offering costs

Net cash provided by financing activities

Net Change in Cash

1 unchanged sentence

Cash – End of period

Non-Cash investing and financing activities:

Deferred offering costs included in accrued offering costs

The accompanying notes are an integral part of

2 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS

9 unchanged sentences

as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2025, the Company had not commenced

any operations.

There was no activity for the period from June 19, 2024 (inception) through June 30, 2025 besides the Company’s

As of September 30, 2025, the Company had not

commenced any operations.

There was no activity for the period from June 19, 2024 (inception) through September 30, 2025 besides the Company’s

formation, initial public offering (the “IPO”), and searching for a Business Combination opportunity, which are described

139 unchanged sentences

The United States and global markets are

experiencing volatility and disruption following the geopolitical instability resulting from each of the ongoing Russia-Ukraine and Israel-Hamas

conflicts, as well as recent developments to trade and tariff policies of the United States and other countries.

In response to the ongoing

Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe,

and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive

actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the

Society for Worldwide Interbank Financial Telecommunication payment system.

Certain countries, including the United States, have

also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions

experiencing volatility and disruption following the geopolitical instability resulting global conflicts, including from the ongoing Russia-Ukraine

and Israel-Hamas conflicts, as well as recent developments to trade and tariff policies of the United States and other countries.

to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces

to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions

and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions

from the Society for Worldwide Interbank Financial Telecommunication payment system.

Certain countries, including the United States,

have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions

among a number of nations.

29 unchanged sentences

filed with the SEC on March 27, 2025.

The interim results for the three and six months ended June 30, 2025 and for the period from

June 19, 2024 (inception) through June 30, 2024 are not necessarily indicative of the results to be expected for the year ending

December 31, 2025 or for any future periods.

The interim results for the three and nine months ended September 30, 2025 and for the period

from June 19, 2024 (inception) through September 30, 2024 are not necessarily indicative of the results to be expected for the year

ending December 31, 2025 or for any future periods.

Liquidity and Capital Resources

As of June 30, 2025, the Company had $ 1,088,465

As of September 30, 2025, the Company had $ 1,007,626

in cash and a working capital of $ 1,038,596 .

50 unchanged sentences

The Company had $ 1,007,626 and $ 1,447,921 in

cash as of June 30, 2025 and December 31, 2024, respectively.

The Company had no cash equivalents as of June 30, 2025 or December 31,

cash as of September 30, 2025 and December 31, 2024, respectively.

The Company had no cash equivalents as of September 30, 2025 or December

Cash Held in Trust Account

As of June 30, 2025 and December 31, 2024, all

of the assets held in the Trust Account were held in a demand deposit account.

As of September 30, 2025 and December 31, 2024,

all of the assets held in the Trust Account were held in a demand deposit account.

Concentration of Credit Risk

34 unchanged sentences

There were no unrecognized tax benefits

and no amounts accrued for interest and penalties as of June 30, 2025 and December 31, 2024.

The Company is currently not aware of any

issues under review that could result in significant payments, accruals or material deviation from its position.

and no amounts accrued for interest and penalties as of September 30, 2025 and December 31, 2024.

The Company is currently not aware of

any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has been

32 unchanged sentences

For the Three Months Ended

June 30, 2025

For the Six Months Ended

June 30, 2025

For the period from June 19, 2024 (inception) through

June 30, 2024

September 30, 2025

For the Nine Months Ended

September 30, 2025

For the period from June 19,

2024 (inception) through

September 30, 2024

Basic net income per share:

1 unchanged sentence

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income per ordinary share

Basic and diluted net income (loss) per ordinary share

Class A Ordinary Shares Subject to Possible

11 unchanged sentences

result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of June 30, 2025

and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside

of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of June 30, 2025 and December 31, 2024,

the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Accordingly, as of September 30,

2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity,

outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of September 30, 2025 and December

31, 2024, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following

Gross proceeds

13 unchanged sentences

$ 180,202,115

Accretion for common stock to redemption amount

Class A ordinary shares subject to possible redemption, September 30, 2025

$ 182,062,506

Recently Issued Accounting Standards

53 unchanged sentences

to the Private Placement Units.

As of June 30, 2025 and December 31, 2024, there were no Working Capital Loans outstanding.

As of September 30, 2025 and December 31, 2024, there were no Working Capital Loans outstanding.

COMMITMENTS AND CONTINGENCIES

27 unchanged sentences

In addition, the underwriters

were entitled to a deferred fee of (i) $ 0.40 per Unit sold in the offering of the IPO, or $ 7,000,000 in the aggregate, payable based on

the percentage of funds remaining in the Trust Account after redemptions of public shares, solely in the event that the Company completes

were entitled to a deferred fee of $ 0.40 per Unit sold in the offering of the IPO, or $ 7,000,000 in the aggregate, payable based on the

percentage of funds remaining in the Trust Account after redemptions of public shares, solely in the event that the Company completes

a Business Combination, subject to the terms of the underwriting agreement.

Warrants — As of June 30,

Warrants — As of September

30, 2025 and December 31, 2024, there were 9,081,563 warrants outstanding, including 8,750,000 Public Warrants and 331,563 Private Placement

30 unchanged sentences

the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

in whole and not in part;

● at a price of $ 0.01 per Public Warrant;

upon not less than 30 days’ prior written notice of redemption to each warrant holder;

● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

whole and not in part;

a price of $ 0.01 per Public Warrant;

not less than 30 days’ prior written notice of redemption to each warrant holder;

and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending

on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

The Company will not redeem the warrants for cash

2 unchanged sentences

the 30 -day redemption period, unless the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is

unable to register or qualify the underlying securities for sale under all applicable state securities laws.

under the Securities Act.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even

if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the warrants for redemption

31 unchanged sentences

rights and preferences as may be determined from time to time by the Company’s board of directors.

As of June 30, 2025 and December

31, 2024, there were no preference shares issued or outstanding.

As of September 30, 2025 and

December 31, 2024, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The

2 unchanged sentences

shares are entitled to one vote for each share.

As of June 30, 2025 and December 31, 2024, there were 988,125 Class A ordinary shares

issued and outstanding, excluding the 17,500,000 shares subject to possible redemption.

As of September 30, 2025 and December 31, 2024, there were 988,125 Class A ordinary

shares issued and outstanding, excluding the 17,500,000 shares subject to possible redemption.

Class B Ordinary Shares — The

2 unchanged sentences

shares are entitled to one vote for each share.

As of June 30, 2025 and December 31, 2024, there were 5,833,333 and 6,708,333 Class B

ordinary shares issued and outstanding, respectively.

As of September 30, 2025 and December 31, 2024, there were 5,833,333 and 6,708,333 Class

B ordinary shares issued and outstanding, respectively.

On January 10, 2025, the underwriters’ election to exercise their over-allotment

95 unchanged sentences

The CODM assesses performance for the single segment

and decides how to allocate resources based on net income that also is reported on the condensed statement of operations as net income.

and decides how to allocate resources based on net income that also is reported on the condensed statements of operations as net income.

The measure of segment assets is reported on the condensed balance sheets as total assets.

2 unchanged sentences

which include the following:

September 30,

Trust Account

1 unchanged sentence

$ 176,597,270

Three Months Ended

Six Months Ended

period from June 19,

(inception) through

September 30,

General and administrative expenses

9 unchanged sentences

General and administrative expenses, as reported on the condensed

statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income

are reported on the condensed statement of operations and described within their respective disclosures.

are reported on the condensed statements of operations and described within their respective disclosures.

SUBSEQUENT EVENTS

4 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.

What changed 10-Q

Item 1. Financial Statements