What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2025-10-31 compared with 2025-08-08 · 19 added, 44 removed, 3 unchanged (95% of the section changed)

Unregistered Sales of Equity Securities

and Use of Proceeds.

On February 27, 2024, our Sponsor paid an aggregate

of $25,000, or approximately $0.017 per share, for the purchase of 1,437,500 founder shares, par value $0.0001.

Our Sponsor is an accredited

investor for purposes of Rule 501(a) of Regulation D of the Securities Act of 1933, as amended.

Each of the equity holders in our

Sponsor are accredited investors under Rule 501(a) of Regulation D.

The sole business of our Sponsor is to act as the Company’s

sponsor in connection with this offering.

On September 13, 2024, we consummated our IPO

of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $50,000,000.

We granted the underwriter a 45-day option to purchase

up to an additional 750,000 Units at the IPO price to cover over-allotments.

As of September 13, 2024, the over-allotment option

was exercised, generating gross proceeds of $7,500,000 and deposited into the Trust Account.

Meanwhile, 57,500 ordinary shares were issued

to the underwriter at the closing of the IPO as representative shares, and 28,750 representative shares will be issued as the deferred

underwriting commission at the consummation of a Business Combination.

The securities sold in the IPO were sold pursuant to a registration

statement on Form S-1 (File No.:

Unregistered Sales of Equity Securities and Use of Proceeds.

On February 27, 2024, our Sponsor paid an aggregate of $25,000, or approximately $0.017 per share, for the purchase of 1,437,500 founder shares, par value $0.0001.

Our Sponsor is an accredited investor for purposes of Rule 501(a) of Regulation D of the Securities Act of 1933, as amended.

Each of the equity holders in our Sponsor are accredited investors under Rule 501(a) of Regulation D.

The sole business of our Sponsor is to act as the Company’s sponsor in connection with this offering.

On September 13, 2024, we consummated our IPO of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $50,000,000.

We granted the underwriter a 45-day option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments.

As of September 13, 2024, the over-allotment option was exercised, generating gross proceeds of $7,500,000 and deposited into the Trust Account.

Meanwhile, 57,500 ordinary shares were issued to the underwriter at the closing of the IPO as representative shares, and 28,750 representative shares will be issued as the deferred underwriting commission at the consummation of a Business Combination.

The securities sold in the IPO were sold pursuant to a registration statement on Form S-1 (File No.:

The registration statement became effective on September 11, 2023.

Simultaneously with the consummation of the closing

of the IPO, we consummated a private placement of an aggregate of 299,000 units to the Sponsor at a price of $10.00 per Unit, generating

gross proceeds of $2,990,000.

The Private Units are identical to the Units sold in the IPO except that the holder has agreed not to transfer,

assign, or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement)

until the completion of the Company’s initial Business Combination.

The sponsor was granted certain demand and piggy-back registration

rights in connection with the purchase of the Private Units.

The issuance was made pursuant to the exemption from registration contained

in Section 4(a)(2) of the Securities Act.

On September 13, 2024, a total of $57,787,500

of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the public

shareholders.

For the six and three months ended June 30, 2025, income earned on marketable securities held in Trust Account were

$1,226,797 and $614,436.

As of June 30, 2025, the fair value of marketable securities held in Trust Account of $59,832,494.

Transaction costs of the Initial Public Offering with

the exercise of the over-allotment amounted to $1,845,513, consisting of $862,500 of underwriting commissions, which were paid in cash

and $522,019 of underwriting commissions, which were paid in representative shares (57,500 ordinary shares), at the closing date of the

IPO, respectively, and $460,994 of other offering costs.

Meanwhile, pursuant the underwriting agreement, 1.0%

of the gross proceeds of the IPO, or $575,000, will be paid in cash, and 28,750 representative shares will be issued, both of which as

the deferred underwriting commission at the consummation of a Business Combination.

Simultaneously with the consummation of the closing of the IPO, we consummated a private placement of an aggregate of 299,000 units to the Sponsor at a price of $10.00 per Unit, generating gross proceeds of $2,990,000.

The Private Units are identical to the Units sold in the IPO except that the holder has agreed not to transfer, assign, or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial Business Combination.

The sponsor was granted certain demand and piggy-back registration rights in connection with the purchase of the Private Units.

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

On September 13, 2024, a total of $57,787,500 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the public shareholders.

For the nine and three months ended September 30, 2025, income earned on marketable securities held in Trust Account were $1,845,521 and $618,724.

As of September 30, 2025, the fair value of marketable securities held in Trust Account of $60,451,218.

Transaction costs of the Initial Public Offering with the exercise of the over-allotment amounted to $1,845,513, consisting of $862,500 of underwriting commissions, which were paid in cash and $522,019 of underwriting commissions, which were paid in representative shares (57,500 ordinary shares), at the closing date of the IPO, respectively, and $460,994 of other offering costs.

Meanwhile, pursuant the underwriting agreement, 1.0% of the gross proceeds of the IPO, or $575,000, will be paid in cash, and 28,750 representative shares will be issued, both of which as the deferred underwriting commission at the consummation of a Business Combination.

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