What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-20 · 88 added, 57 removed, 325 unchanged (31% of the section changed)

5 unchanged sentences

Prepaid expenses

Deferred expenses

Total Current Assets

10 unchanged sentences

11,500,000 shares subject to possible redemption

Shareholder’s (Deficit) Equity

Shareholder’s Equity (Deficit)

Ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

4,482,500 and 4,025,000 non-redeemable shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

4,482,500 and 4,025,000 non-redeemable shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

Accumulated earnings (deficit)

Total Shareholder’s (Deficit) Equity

Total Liabilities and Shareholder’s (Deficit) Equity

Shareholder’s Equity (deficit)

Liabilities and Shareholder’s Equity (Deficit)

The accompanying notes are an integral part of these unaudited condensed financial statements.

2 unchanged sentences

Three Months Ended

Six Months Ended

Formation and operating costs

10 unchanged sentences

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Shareholder’s

Ordinary Shares

Balance–December 31, 2025

– December 31, 2025

Issuance of Private Placement Units

3 unchanged sentences

Reversal of over-allotment option liability

Issuance of Public Rights net of issuance costs

Offering costs allocated to permanent equity

Remeasurement of ordinary shares subject to possible redemption

Balance–March 31,

2026 (Unaudited)

Issuance of Public right net of issuance costs

Accretion of carrying value of ordinary shares subject to possible redemption to redemption value

Remeasurement of carrying value to redemption value (trust interest)

– March 31, 2026 (Unaudited)

Remeasurement of carrying value to redemption value (trust interest)

( 1,024,464 )

Balance June 30, 2026 (Unaudited)

The accompanying notes are an integral part of these unaudited condensed financial statements.

1 unchanged sentence

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash Flows from Operating Activities:

3 unchanged sentences

Prepaid expenses

Deferred expenses

Advance - related party

17 unchanged sentences

Non-cash settlement of related-party promissory note through private placement offset

Remeasurement of ordinary shares subject to possible redemption to redemption value

Accretion of ordinary shares subject to possible redemption to initial redemption value

Interest reinvested in Trust Account

Non-cash issuance of representative shares to underwriter

15 unchanged sentences

As a result, the Company sold an aggregate of 11,500,000 Public Units and 227,500 private placement units.

As of March 31, 2026, the Company had not commenced any operations.

All activity for the period from inception through March 31, 2026 related to the Company’s formation, the IPO, and activities necessary to identify and consummate a Business Combination.

The Company will not generate operating revenues until after the completion of a Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income on cash and investments held in the Trust Account.

As of June 30, 2026, the Company had not commenced

any operations.

All activity for the period from inception through June 30, 2026 related to the Company’s formation, the IPO, and

activities necessary to identify and consummate a Business Combination.

The Company will not generate operating revenues until after

the completion of a Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income

on cash and investments held in the Trust Account.

On May 1, 2026, the Company entered into an Agreement and Plan of Merger with Rongcheng

Group Limited and related parties in connection with its proposed initial Business Combination.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the private placement units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

11 unchanged sentences

government treasury obligations.

As of March 31, 2026, cash and investments held in the Trust Account were $ 115,280,820 , which included interest income earned on investments held in the Trust Account.

As of June 30, 2026, cash and investments held in the Trust Account were $ 116,305,284 , which included interest income earned on investments held in the Trust Account.

The funds held in the Trust Account will be released only

21 unchanged sentences

Going Concern Consideration

As of March 31, 2026, the Company had $ 978,481 of cash and cash equivalents and $ 115,280,820 of cash and investments held in the Trust Account.

As of June 30, 2026, the Company had $ 312,210 of cash and cash equivalents and $ 116,305,284 of cash and investments held in the Trust Account.

The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination.

8 unchanged sentences

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC.

In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

They should be read in conjunction with the Company’s audited financial statements for the period from September 25, 2025 (inception) through December 31, 2025, as included in the Company’s registration statement and related filings with the SEC.

The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected through December 31, 2026 or for any future periods.

The accompanying unaudited interim financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the

rules and regulations of the SEC.

In the opinion of management, the unaudited condensed financial statements reflect all adjustments,

which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

They should be read in conjunction with the Company’s audited financial statements for the period from September 25, 2025

(inception) through December 31, 2025, as included in the Company’s registration statement and related filings with the SEC.

The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected

through December 31, 2026 or for any future periods.

Emerging Growth Company Status

11 unchanged sentences

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 978,481 and $ 25,000 in cash and cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

The Company considers all

short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had

in cash and cash equivalents as of June 30, 2026 and December 31, 2025, respectively.

Investments Held in Trust Account

As of March 31, 2026 and December 31, 2025, the Company had $ 115,280,820 and $ 0 , respectively, in investments held in the Trust Account comprised of money market funds that invest in U.S.

As of June 30, 2026 and December 31, 2025, the Company had $ 116,305,284 and $ 0 , respectively, in investments held in the Trust Account comprised of money market funds that invest in U.S.

government securities.

17 unchanged sentences

The following table presents information about

the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 and indicates

the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 and indicates

the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

5 unchanged sentences

The Company complies with the requirements of ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A.

As of March 31, 2026, deferred offering costs had been fully charged against the proceeds of the IPO and related equity instruments, and no deferred offering costs remained on the condensed balance sheet.

As of June 30, 2026, deferred offering costs had been fully charged against the proceeds of the IPO and related equity instruments, and no deferred offering costs remained on the condensed balance sheet.

Ordinary Shares Subject to Possible Redemption

4 unchanged sentences

The Company has elected to recognize changes in redemption value immediately as they occur and adjust the carrying amount of the redeemable ordinary shares to equal the redemption value at the end of each reporting period.

As of March 31, 2026, the Company had 11,500,000 ordinary shares subject to possible redemption, which were presented at redemption value as temporary equity, outside of the shareholders’ equity section of the condensed balance sheet.

As of June 30, 2026, the Company had 11,500,000 ordinary shares subject to possible redemption, which were presented at redemption value as temporary equity, outside of the shareholders’ equity section of the condensed balance sheet.

The ordinary shares subject to possible redemption were as follows:

1 unchanged sentence

Gross proceeds from IPO

Proceeds allocated to Public Rights

Proceeds allocated to Public Rights, net of cost

Public shares issuance costs allocated

Offering costs allocated to permanent equity

Accretion of carrying value of redemption value

2 unchanged sentences

Ordinary shares subject to possible redemption, March 31, 2026

Subsequent remeasurement (Trust account interest)

Ordinary shares subject to possible redemption, June 30, 2026

Rights Accounting

10 unchanged sentences

On March 10, 2026, the underwriters exercised the over-allotment option in full to purchase 1,500,000 additional units at $ 10.00 per unit and closed on March 12, 2026.

As a result of the full exercise of the over-allotment option, the over-allotment option liability was reversed during the three months ended March 31, 2026.

As of March 31, 2026, no over-allotment option liability remained outstanding.

As a result of the full exercise of the over-allotment option, the over-allotment option liability was reversed during the six months ended June 30, 2026.

As of June 30, 2026, no over-allotment option liability remained outstanding.

The Company accounts for income taxes under ASC 740.

Based on the Company’s evaluation, there are no significant uncertain tax positions requiring recognition in the financial statements.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026.

There is currently no taxation imposed on income by the Government of the Cayman Islands;

39 unchanged sentences

On March 10, 2026, the underwriters exercised their over-allotment option in full.

As a result, no founder shares are subject to forfeiture, and the Sponsor held 4,025,000 founder shares as of March 31, 2026.

As a result, no founder shares are subject to forfeiture, and the Sponsor held 4,025,000 founder shares as of June 30, 2026.

The Initial Shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier of:

6 unchanged sentences

and a vendor retainer payment of $ 19,000 .

As of March 31, 2026, the remaining $ 110,000

was outstanding and recorded as Advance — Related Party.

Subsequent to March 31, 2026, the Sponsor is expected to repay the

advance back to the Company.

During the six months ended June 30, 2026, the Sponsor repaid the $ 110,000

advance in full.

Separately, as of June 30, 2026, the Company had prepaid $ 5,000

of administrative service fees to the Sponsor, which will be applied against July 2026 administrative service fees.

Promissory Note — Related Party

5 unchanged sentences

activity in the accompanying statement of cash flows.

As of March 31, 2026 and December 31, 2025, no amount was outstanding under the

As of June 30, 2026 and December 31, 2025, no amount was outstanding under the

promissory note.

5 unchanged sentences

The units would be identical to the private placement units.

As of March 31, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

As of June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

The Company entered into

an Administrative Services Agreement with the Sponsor on March 3, 2026, commencing on February 26, 2026, the effective date of

the registration statement for the IPO, through the earlier of the consummation of the Company’s initial Business Combination

or the Company’s liquidation.

The Company entered into an

Administrative Services Agreement with the Sponsor on March 3, 2026, commencing on February 26, 2026, the effective date of

the registration statement for the IPO, through the earlier of the consummation of the Company’s initial Business Combination or

the Company’s liquidation.

Pursuant to the agreement, the Company agreed to pay the Sponsor $ 15,000

per month for office space and administrative and support services.

For the period ended March 31, 2026, $ 17,000 services fee recorded.

For the three and six months ended June 30, 2026, the Company incurred

$ 45,000 and $ 60,000 of administrative services fees, respectively, of which $ 0 remained accrued as of June 30, 2026.

For the fiscal

year ended December 31, 2025, the Company did not incur any administrative service fees and no balance remained accrued as of December 31,

Note 6 — Commitments and Contingencies

23 unchanged sentences

The retainer is amortized on a straight-line basis over the expected service period through the end of the Combination Period.

three months ended March 31, 2026, the Company recorded $ 16,484 as business combination expenses and $ 283,516 as prepaid expenses.

The success fee has not been accrued because it is contingent upon

the closing of a transaction.

For the three and six months ended June 30, 2026, the Company recorded $ 59,209 and $ 75,693 , respectively, as business combination expenses, with $ 224,307 remaining as deferred expenses as of June 30, 2026.

The success fee has not been accrued because it is contingent upon the closing of

a transaction.

DeSPAC Legal Engagement

On March 16, 2026, the Company engaged Celine & Partners, PLLC

to provide legal services in connection with its proposed initial Business Combination with Rongcheng Group Limited (see Note 1), including due diligence, drafting of the Business Combination Agreement (the “BCA”) and the related registration statement

on Form F-4, and responding to SEC comments thereon.

Fees are payable in four milestone installments of $ 100,000 each, triggered upon

execution of the engagement letter, execution of the BCA, filing of the Form F-4, and receipt of and response to related SEC comments.

As of June 30, 2026, the first two milestones had been triggered, and $ 200,000 was recorded as deferred expenses.

Right of First Refusal

The Company has granted PAP a right of first refusal for a period commencing from the consummation of the IPO until the earlier of (i) 10 months after the consummation of the initial business combination (or the liquidation of the Trust Account in the event that the Company fails to consummate its initial business combination within the prescribed time period) or (ii) 36 months after the consummation of the IPO in accordance with FINRA Rule 5110(g)(6)(A) to act as lead financial advisor, capital markets advisor, underwriter and/or private placement agent in connection with any initial business combination or in connection with any financing that occurs between the closing of the IPO and the date that is the earlier of (i) 10 months after the closing of the initial business combination or (ii) 36 months after the consummation of the IPO.

Note 7 — Shareholder’s Deficit

Note 7 — Shareholder’s Equity (Deficit)

Ordinary shares — The Company is authorized to issue up to 500,000,000 ordinary shares, par value $ 0.0001 per share.

3 unchanged sentences

In connection with the IPO and full exercise of the underwriters’ over-allotment option, the Company issued 227,500 private placement shares as part of the private placement units and 230,000 representative shares to the underwriters.

As of March 31, 2026, the Company had 4,482,500 non-redeemable ordinary shares issued and outstanding, excluding 11,500,000 ordinary shares subject to possible redemption.

As of June 30, 2026, the Company had 4,482,500 non-redeemable ordinary shares issued and outstanding, excluding 11,500,000 ordinary shares subject to possible redemption.

As of December 31, 2025, the Company had 4,025,000 ordinary shares issued and outstanding.

3 unchanged sentences

No additional consideration will be required to be paid by a holder of rights in order to receive ordinary shares upon consummation of a Business Combination, as the consideration related thereto was included in the unit purchase price.

As of March 31, 2026, there were 11,727,500 rights outstanding, consisting of 11,500,000 public rights and 227,500 private rights.

As of June 30, 2026, there were 11,727,500 rights outstanding, consisting of 11,500,000 public rights and 227,500 private rights.

As of December 31, 2025, there were no rights outstanding.

12 unchanged sentences

Three Months Ended

Six Months Ended

Formation and operating costs

3 unchanged sentences

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when these financial statements were issued.

Based on this review, the Company identified the following subsequent event requiring disclosure.

On May 1, 2026, the Company entered into an Agreement and Plan of Merger with Rongcheng Group Limited, a Cayman Islands exempted company, a shareholder of Rongcheng Group Limited, Rongcheng Global Limited, a Cayman Islands exempted company and wholly owned subsidiary of the Company, and GLED Merger Sub Ltd., a Cayman Islands exempted company and wholly owned subsidiary of Rongcheng Global Limited.

Pursuant to the merger agreement, the parties will consummate a business combination through a merger structure.

The closing of the proposed business combination is subject to customary closing conditions, including approval of the Company’s shareholders, effectiveness of a registration statement and approval for listing of the post-combination company’s securities.

The proposed transaction had not closed as of the date of these financial statements.

The Company evaluated subsequent

events and transactions that occurred after the balance sheet date through the date when these financial statements were issued.

on this review, the Company did not identify any subsequent events requiring adjustment or disclosure in the accompanying financial statements.

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