What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-05-29 compared with 2025-03-04 · 17 added, 27 removed, 33 unchanged (57% of the section changed)

3 unchanged sentences

Shareholders of Record

At December 31, 2024 there were 7,138,000 of our units issued

and outstanding by shareholders of record.

Assuming all units have been separated into ordinary shares and rights, at December 31,

2024, there were 8,863,000 ordinary shares issued and outstanding held by two shareholders of record, and there were 7,138,000 of

our rights issued and outstanding and held by two shareholders of record.

The number of record holders was determined from the records

of our transfer agent and does not include beneficial owners of any of our securities whose securities are held in the names of various

security brokers, dealers, and registered clearing agencies.

Assuming all units have been

separated into ordinary shares and rights, at December 31, 2025, there were 5,025,517 ordinary shares issued and outstanding held

by two shareholders of record, and there were 7,138,000 of our rights issued and outstanding and held by two shareholders of record.

number of record holders was determined from the records of our transfer agent and does not include beneficial owners of any of our securities

whose securities are held in the names of various security brokers, dealers, and registered clearing agencies.

We have not paid any cash dividends on our shares of ordinary shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination.

23 unchanged sentences

consummation of the initial business combination.

In connection with our initial public offering, we sold 6,900,000 units, generating gross proceeds of $69,000,000.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement by and between the Company and our sponsor, Whale Management Corporation, the Company completed the private sale of an aggregate of 238,000 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,380,000.

In connection with our initial public offering, we sold 6,900,000 units,

generating gross proceeds of $69,000,000.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase

Agreement by and between the Company and our sponsor, Whale Management Corporation, the Company completed the private sale of an aggregate

of 238,000 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit,

generating gross proceeds to the Company of $2,380,000.

Transaction costs related

1 unchanged sentence

of other offering costs.

A total of $69,000,000, comprised of $67,545,000 of the proceeds from the IPO (which amount includes

up to $1,725,000 of the underwriter’s deferred discount) and $1,455,000 of the proceeds of the sale of the Private

Placement Units, was placed in a U.S.-based trust account, established by VStock Transfer LLC, our transfer agent and maintained at Wilmington

Trust, National Association, acting as trustee.

Except with respect to interest earned on the funds in the trust account that may be released

to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of

(i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Company’s public shares

properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association

to (A) modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its

initial business combination within 12 months or 15 months from the closing of the IPO (or up to 21 months or 24 months from the closing

of the IPO if we extend the period of time to consummate a business combination), or (B) with respect to any other provision relating

to shareholders’ rights or pre-business combination activity, and (iii) the redemption of the Company’s public shares if it

is unable to complete its initial business combination within 12 months or 15 months from the closing of the IPO (or up to 21 months or

24 months from the closing of the IPO if we extend the period of time to consummate a business combination.

For the year ended December 31,

2024, net cash generated from the IPO and private placement units and held outside of the trust was used in operating activities was $874,859.

At December 31, 2024 the Company had a working capital deficit of $539,737.

A total of $69,000,000, comprised of $67,545,000 of the proceeds from the IPO (which amount includes up to $1,725,000

of the underwriter’s deferred discount) and $1,455,000 of the proceeds of the sale of the Private Placement Units, was placed in

a U.S.-based trust account, established by VStock Transfer LLC, our transfer agent and maintained at Wilmington Trust, National Association,

acting as trustee.

For a description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 -

Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.

Not applicable.

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-K

Item 5. Market for Registrant’s Common Equity