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Item 2. Unregistered Sales of Equity Securities

2026-05-11 compared with 2025-11-12 · 15 added, 15 removed, 17 unchanged (64% of the section changed)

2 unchanged sentences

On July 12, 2024, Sponsor HoldCo subscribed for

6,708,333 founder shares for a total subscription price of $25,000 and fully paid for those shares (up to 875,000 shares of which are

subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised).

The foregoing issuance

of securities was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

6,708,333 founder shares for a total subscription price of $25,000 and fully paid for those shares (of which 875,000 shares were forfeited

upon the expiration of the over-allotment option granted to the underwriters).

The foregoing issuance of securities was made pursuant

to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On November 27, 2024, the Company consummated

3 unchanged sentences

proceeds of $6,631,250, as follows:

(A) 17,500 Private Placement Units ($175,000 in the aggregate) with the Sponsor, (B) (i) 260,000 Private

Placement Units and (ii) 162,500 Private Placement Units and 325,000 restricted Class A shares ($4,225,000 in the aggregate) with Sponsor

HoldCo, (C) 178,500 Private Placement Units ($1,785,000 in the aggregate) with CCM and (D) 44,625 Private Placement Units with Seaport

($446,250 in the aggregate).

(A) 17,500 Private Placement Units ($175,000 in the aggregate) with the Sponsor, (B) (i) 260,000

Private Placement Units and (ii) 162,500 Private Placement Units and 325,000 restricted Class A shares ($4,225,000 in the aggregate)

with Sponsor HoldCo, (C) 178,500 Private Placement Units ($1,785,000 in the aggregate) with CCM and (D) 44,625 Private Placement Units

with Seaport ($446,250 in the aggregate).

Of the gross proceeds received from the IPO and

3 unchanged sentences

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with

a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions

of Rule 2a-7 of the Investment Company Act, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other

accounts at a bank, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution

of the funds in the Trust Account to the Company’s shareholders.

a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain

conditions of Rule 2a-7 of the Investment Company Act, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account

or other accounts at a bank, as determined by the Company, until the earlier of:

(i) the completion of a business combination and (ii)

the distribution of the funds in the Trust Account to the Company’s shareholders.

We incurred a total of $11,028,226 of transaction

costs, consisting of $3,500,000 of cash underwriting fee, $7,000,000 of deferred underwriting fee, and $528,226 of other offering costs.

For a description of the use of the proceeds generated

in our IPO, see Part I, Item 2 of this Form 10-Q.

For a description of the use of the proceeds

generated in our IPO, see Part I, Item 2 of this Quarterly Report.

Defaults Upon Senior Securities

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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities