18 unchanged sentences
Results of Operations
−Removed: For the three months ended March 31, 2025, the Company had a net loss of ($54,039).
−Removed: For the three months ended March 31, 2024, the Company had no income or expenses.
−Removed: Our business activities during the quarter mainly consisted of preparation for the inital public offering consummated on May 5, 2025.
+Added: For the three months ended June 30, 2025, the Company had a net loss of ($1,737,874) of which ($3,767,400) was a non-cash loss related to the change in fair value of the warrant liability and the remainder are expenses associated with normal operations.
+Added: For the six months ended June 30, 2025, the Company had a net loss of ($1,791,913) of which ($3,767,400) was a non-cash loss related to the change in fair value of the warrant liability and the remainder are expenses associated with normal operations.
+Added: For the three months ended June 30, 2024, the Company had no income or expenses.
+Added: For the six months ended June 30, 2024, the Company had no income or expenses.
+Added: Our business activities during the quarter mainly consisted of preparation for the initial public offering consummated on May 5, 2025 and seeking a target thereafter.
We believe that we have sufficient funds available to complete our efforts to effect a Business Combination with an operating business by May 5, 2027.
However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.
−Removed: As indicated in the accompanying condensed unaudited financial statements, at March 31, 2025, the Company had $2,774 in cash and deferred offering costs of $1,910,035.
+Added: As indicated in the accompanying condensed unaudited financial statements, at June 30, 2025, the Company had $2,774 in cash.
Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans.
3 unchanged sentences
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $358,800,000.
−Removed: consists of one Class A ordinary share of the Company, par value $0.0001 per share, and one-fourth of one warrant of the Company, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
−Removed: Simultaneously with the closing of the IPO, pursuant to the Private Placement Shares Purchase Agreement, the Company completed the private sale of an aggregate of 225,000 Class A Ordinary Shares to the Sponsor at a price of $10.00 per Private Placement Share, generating gross proceeds to the Company of approximately $2,250,000.
+Added: Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share, and one-fourth of one warrant of the Company, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
+Added: Simultaneously with the closing of the IPO, pursuant to the Private Placement Shares Purchase Agreement, the Company completed the private sale of an aggregate of 225,000 Class A Ordinary Shares to the Sponsor at a price of $10.00 per Private Placement Share, generating gross proceeds to the Company of $2,250,000.
The Private Placement Shares are identical to the Class A Ordinary Shares included in the Units sold in the IPO, except as otherwise disclosed in the Company’s Registration Statement for its IPO.
2 unchanged sentences
Off-Balance Sheet Arrangements
−Removed: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025.
+Added: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.
We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
2 unchanged sentences
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $20,000 per month for office space, utilities, and secretarial and administrative support.
−Removed: As of March 31, 2025, no amounts had accrued under this agreement.
+Added: As of June 30, 2025, no amounts had accrued under this agreement.
The underwriters are entitled to a deferred underwriting discount of $10,764,000 (3.0% of the gross proceeds of the Initial Public Offering held in the Trust Account) upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.
5 unchanged sentences
Critical Accounting Estimates
−Removed: The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported.
+Added: The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods
Actual results could materially differ from those estimates.
−Removed: As of March 31, 2025, we did not have any critical accounting estimates to be disclosed.
+Added: As of June 30, 2025, we did not have any critical accounting estimates to be disclosed.
Class A Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value.
−Removed: Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control
−Removed: of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity.
+Added: Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity.
At all other times, ordinary shares are classified as shareholders’ equity.
21 unchanged sentences
Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument.
−Removed: These changes may be the result of various factors, including interest rates, foreign exchange rates, commodity prices and/or equity prices.
−Removed: Our business activities for the period ended March 31, 2025 consisted solely of organizational activities and activities relating to our Public Offering.
−Removed: We have not engaged in any hedging activities during the period ended March 31, 2025.
+Added: These changes may be the result of various factors, including interest rates, foreign exchange
+Added: rates, commodity prices and/or equity prices.
+Added: Our business activities for the period ended June 30, 2025 consisted solely of organizational activities and activities relating to our Public Offering.
+Added: We have not engaged in any hedging activities during the period ended June 30, 2025.
We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.
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.