What changed in this filing

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Item 1. Financial Statements

2025-11-12 compared with 2025-08-13 · 107 added, 89 removed, 420 unchanged (32% of the section changed)

2 unchanged sentences

CONDENSED BAL ANCE SHEETS

June 30, 2025

September 30, 2025

December 31, 2024

4 unchanged sentences

Cash and investments held in Trust Account

LIABILITIES AND SHAREHOLDER'S DEFICIT

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:

28 unchanged sentences

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Professional fees and other expenses

14 unchanged sentences

Diluted net loss per share, Class B ordinary shares

(1) At December 31, 2024, excluded an aggregate of up to 1,170,000 Class B ordinary shares, $ 0.0001 par value, subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

On May 5, 2025, the Company consummated its Initial Public Offering and sold 35.88 million Units, which includes the full exercise of the underwriter's over-allotment option, hence the 1,170,000 Class B ordinary shares are no longer subject to forfeiture.

(1) Until the completion of the IPO on May 5, 2025, an aggregate of up to 1,170,000 Class B ordinary shares, $ 0.0001 par value, were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

(2) On June 30, 2023, the Sponsor paid $ 25,000 to cover certain of the Company’s offering costs in consideration of 11,500,000 Founder Shares.

4 unchanged sentences

UNAUDITED CONDENSED STATEMENTS OF CHANGES I N SHAREHOLDER'S DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

For the Three and Six Months Ended June 30, 2025

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

For the Three Months Ended September 30, 2025

Class A Ordinary Shares

Class B Ordinary Shares (1)(2)

Shareholder's

Shareholders'

Paid-In Capital

Balance at July 1, 2025

Accretion for Class A ordinary shares to redemption amount

Increase in redemption value of Class A Common Stock subject to redemption

Balance at September 30, 2025

For the Nine Months Ended September 30, 2025

Class A Ordinary Shares

Class B Ordinary Shares (1)(2)

Shareholders'

Paid-In Capital

Balance at January 1, 2025

Balance at March 31, 2025

Proceeds from Class A Private Placement Shares

Accretion for Class A ordinary shares to redemption amount

Balance at June 30, 2025

For the Three and Six Months Ended June 30, 2024

Increase in redemption value of Class A Common Stock subject to redemption

Balance at September 30, 2025

For the Three Months Ended September 30, 2024

Class A Ordinary Shares

Class B Ordinary Shares (1)(2)

Shareholder's

Shareholders'

Paid-In Capital

Balance at July 1, 2024

Balance at September 30, 2024

For the Nine Months Ended September 30, 2024

Class A Ordinary Shares

Class B Ordinary Shares (1)(2)

Shareholders'

Paid-In Capital

Balance at January 1, 2024

Balance at March 31, 2024

Balance at June 30, 2024

Balance at September 30, 2024

(1) At December 31, 2024, included an aggregate of up to 1,170,000 Class B ordinary shares, $ 0.0001 par value, subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

7 unchanged sentences

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2025

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2025

Nine Months Ended September 30, 2024

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities

Adjustments to reconcile net income to net cash used in operating activities

Allocated expense for warrant issuance cost

37 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2025, the Company had not commenced any operations.

All activity for the period from June 26, 2023 (inception) through June 30, 2025 relates to the Company’s formation and the Initial Public Offering, which is described below, and searching for a target.

As of September 30, 2025, the Company had not commenced any operations.

All activity for the period from June 26, 2023 (inception) through September 30, 2025 relates to the Company’s formation and the Initial Public Offering, which is described below, and subsequently searching for a target.

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

5 unchanged sentences

The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 358,800,000 .

Each Unit consists of one Class A ordinary share of the Company, par value $ 0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $ 11.50 per share.Transaction costs amounted to $ 10,605,256 , consisting of $ 3,320,000 of cash underwriting fee, $ 6,640,000 of deferred underwriting fee, and $ 645,256 of other offering costs.

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 (the “Private Placement Shares”) to the Sponsor at a price of $ 10.00 per Private Placement Share, generating gross proceeds to the Company of $ 2,250,000 .

4 unchanged sentences

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 Shares, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination.

The Company must complete one or more Business Combinations with having an aggregate fair market value equal to at least 80 % of the net assets held

in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes paid or payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.

The Company must complete one or more Business Combinations with having an aggregate fair market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes paid or payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

5 unchanged sentences

(i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations described herein, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned thereon (net of up to $ 600,000 per year withdrawn or eligible to be withdrawn to fund our regulatory compliance requirements and other costs related thereto, working capital requirements, in each case subject to the limitations described herein, and/or to pay our taxes (which shall exclude the 1 % U.S.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations described herein, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned thereon (net of up to $ 600,000 per year withdrawn or eligible to be withdrawn to fund our regulatory compliance requirements and other costs related thereto, working capital requirements, in each case subject to the limitations described herein, and/or to pay our taxes (which shall exclude the 1 % U.S.

federal excise tax that was implemented by the Inflation Reduction Act of 2022 if any is imposed on us), divided by the number of then issued and outstanding public Class A ordinary shares, subject to applicable law.

5 unchanged sentences

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20 % of the Public Shares without the Company’s prior written consent.

the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Completion Window (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination.

The Company has until the date that is 24 months from the closing of the IPO (or 27 months from the closing of the IPO if the Company has executed a definitive agreement for an initial Business Combination within 24 months from the closing of the IPO) or until such earlier liquidation date as the Company’s board of directors may approve, to consummate the Company’s initial business combination.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Completion Window (as defined below) or (ii) with respect to any

other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination.

The Company has until until May 4, 2027 (or August 4, 2027 if the Company has executed a definitive agreement for an initial Business Combination by May 4, 2027) or until such earlier liquidation date as the Company’s board of directors may approve, to consummate the Company’s initial business combination.

As a result, as described in more detail in the prospectus, The Company will have up to 27 months from the closing of the IPO to consummate the Company’s initial business combination.

If the Company is unable to complete its Business Combination within 24 months (or 27 months if the Company has executed a definitive agreement for an initial Business Combination within 24 months from the closing of the IPO), or such earlier liquidation date as the Company’s board of directors may approve, from the closing of the IPO, the Company will redeem 100 % of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned thereon (net of up to $ 600,000 per year withdrawn to fund working capital requirements, subject to the limitations described in the prospectus), and/or to pay the Company’s taxes (which shall exclude the 1 % U.S.

If the Company is unable to complete its Business Combination by until May 4, 2027 (or August 4, 2027 if the Company has executed a definitive agreement for an initial Business Combination May 4, 2027), or such earlier liquidation date as the Company’s board of directors may approve, from the closing of the IPO, the Company will redeem 100 % of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned thereon (net of up to $ 600,000 per year withdrawn to fund working capital requirements, subject to the limitations described in the prospectus), and/or to pay the Company’s taxes (which shall exclude the 1 % U.S.

federal excise tax that was implemented by the Inflation Reduction Act of 2022 if any is imposed on the Company), and up to $ 100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, subject to applicable law and as further described in the prospectus.

9 unchanged sentences

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

In the event of such distribution, it is possible that the per share value of

the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering.

Significant Accounting Policies

5 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 5, 2025, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 9, 2025.

The interim results for the six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

The interim results for the nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

Emerging Growth Company

5 unchanged sentences

Net Income/(Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of ordinary shares.

2 unchanged sentences

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):

For the Three Months Ended June 30, 2025

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2025

For the Three Months Ended September 30, 2024

Class A Redeemable

Class A Non-redeemable

Class B (1)(2)

Class A Redeemable

8 unchanged sentences

Diluted net loss per common share

For the Six Months Ended June 30, 2025

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2025

For the Nine Months Ended September 30, 2024

Class A Redeemable

10 unchanged sentences

Diluted net loss per common share

(2) On June 30, 2023, the Sponsor paid $ 25,000 to cover certain of the Company’s offering costs in consideration of 11,500,000 Founder Shares.

2 unchanged sentences

Use of Estimates

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods.

Making estimates requires management to exercise significant judgment.

3 unchanged sentences

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

As of June 30, 2025 and December 31, 2024, the Company had no cash equivalents held outside the Trust account.

As of September 30, 2025 and December 31, 2024, the Company had no cash equivalents held outside the Trust account.

Concentration of Credit Risk

4 unchanged sentences

Offering costs amounted to $24,243,141, consisting of $ 250,000 of cash underwriting fee, $ 10,764,000 of deferred underwriting fee, $ 10,764,000 of a deferred advisory fee, and $ 2,465,141 of other offering costs.

Financial Accounting Standagrds Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Warrants and then to the Class A ordinary shares.

1 unchanged sentence

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

8 unchanged sentences

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be

recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheets as current or noncurrent based on whether or not settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the condensed balance sheets as current or noncurrent based on whether or not settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Warrants are deemed to be a freestanding financial instrument accounted for as a liability pursuant to ASC 815.

18 unchanged sentences

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures." The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

Improvements to Reportable Segment Disclosures." The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

4 unchanged sentences

Liquidity and Going Concern Consideration

In connection with an assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has until the date that is 24 months from the closing of the IPO (or 27 months from the closing of the IPO if the Company has executed a definitive agreement for an initial Business Combination within 24 months from the closing of the IPO) or until such earlier liquidation date as the Company’s board of directors may approve, to consummate the Company’s initial business combination.

In connection with an assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has until May 4, 2027 (or August 4, 2027 if the Company has executed a definitive agreement for an initial Business Combination by May 5, 2027) or until such earlier liquidation date as the Company’s board of directors may approve, to consummate the Company’s initial business combination.

It is uncertain that the Company will be able to consummate a Business Combination by this time.

If the Company does not complete its Business Combination in that time, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $ 100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

In addition, at June 30, 2025 and December 31, 2024, the Company had current liabilities of $ 1,519,818 and $ 1,224,632 , respectively, and working capital deficit of ($ 658,917 ) and ($ 40,000 ), respectively.

In addition, at September 30, 2025 and December 31, 2024, the Company had current liabilities of $ 1,653,172 and $ 1,224,632 , respectively, and working capital deficit of ($ 1,444,950 ) and ($ 40,000 ), respectively.

Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination.

Such work is continuing after June 30, 2025 and amounts are continuing to accrue.

Such work is continuing after September 30, 2025 and amounts are continuing to accrue.

Up to $ 600,000 per year (plus the rollover of unused amounts from prior years) of interest earned on the funds held in the trust account that may be released to us to fund working capital requirements (provided that, only $ 150,000 , plus the rollover of unused amounts from prior years, of interest earned on the funds held in the trust account may be released to us during the three month period that will begin 24 months from the closing of this offering if we have executed a definitive agreement for an initial business combination within 24 months from the closing of this offering), plus additional amounts of interest earned on the funds held in the trust account that may be released to us to pay our tax obligations (which shall exclude the 1 % U.S.

federal excise tax that was implemented by the Inflation Reduction Act of 2022 if any is imposed on us and which shall not be subject to the $ 600,000 12-month limitation (or $ 150,000 limitation) described above) ("Regulatory Withdrawal").

In order to finance ongoing operating costs, the Sponsor or an affiliate of the Sponsor will provide the Company with additional working capital via a Sponsor Loan.

3 unchanged sentences

In addition, if the Company fails to complete its Business Combination in the time allowed, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless.

Due to the amount of time left to complete a Business Combination, funds available for operating costs via the regulatory and tax withdrawal rights, and the funds available under the loan from Sponsor, management believes that substantial doubt is alleviated.

Due to the amount of time left to complete a Business Combination, funds available for operating costs via the regulatory and tax withdrawal rights, management believes that substantial doubt is alleviated.

Public Offering

5 unchanged sentences

Only whole warrants are exercisable.

them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances), in each case as described in the warrant agreement.

Each warrant will become exercisable 30 days after the completion of the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary share issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances), in each case as described in the warrant agreement.

The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

9 unchanged sentences

The public warrants issued as part of the Units are accounted for as liabilities as there are terms and features do not qualify for equity classification in FASB ASC Topic 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity.” The fair value of the public warrants at May 5, 2025 was a liability of $ 1,524,900 .

At June 30, 2025, the fair value of the public warrants increased to $ 5,292,400 .

At September 30, 2025, the fair value of the public warrants increased to $ 6,817,200 .

The change in fair value of $ 5,292,300 is reflected as a loss in the condensed statements of operations.

1 unchanged sentence

In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

Given the Class A ordinary shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt – Debt with Conversion and Other Options.”

Given the Class A ordinary shares were issued with other

freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt – Debt with Conversion and Other Options.”

Class A ordinary shares are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99.

2 unchanged sentences

The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

As of June 30, 2025, the Class A Ordinary Shares Subject to Possible Redemption reflected on the condensed balance sheets are reconciled in the following table:

As of June 30, 2025

As of September 30, 2025, the Class A Ordinary Shares Subject to Possible Redemption reflected on the condensed balance sheets are reconciled in the following table:

As of September 30, 2025

Gross proceeds

16 unchanged sentences

Any conversion of Class B ordinary shares described in the prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.

Except as described in the prospectus, the Sponsor and the Company’s initial shareholders have agreed not to transfer, assign or sell (i) any of their Founder Shares until the earlier of (A) 180 days after the completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business Combination, the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the rights to exchange their ordinary shares for cash, securities or other property, and (ii) any of the private placement shares until 30 days after the completion of the Company’s initial business combination.

shares for cash, securities or other property, and (ii) any of the private placement shares until 30 days after the completion of the Company’s initial business combination.

Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares or private placement shares.

3 unchanged sentences

No underwriting discounts or commissions were paid with respect to such sale.

The issuance of the Private Placement

Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Related Party Loans

1 unchanged sentence

The Note was non-interest bearing and payable on the earlier of December 31, 2025 or the completion of the IPO.

As of June 30, 2025 and December 31, 2024, the outstanding balance on the Note was $ 0 and $ 172,901 , respectively.

As of September 30, 2025 and December 31, 2024, the outstanding balance on the Note was $ 0 and $ 172,901 , respectively.

The Note was repaid on May 5, 2025, after completion of the IPO and is no longer available after closing.

3 unchanged sentences

In addition, the Company has agreed that it will indemnify the Sponsor from any claims arising out of or relating to this offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Company’s activities or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement will provide that the indemnified parties cannot access the funds held in the Trust Account.

For the three months ending June 30, 2025 and 2024, the Company incurred and paid the affiliate $ 39,355 and $ 0 , respectively.

For the three months ending September 30, 2025 and 2024, the Company incurred and paid the affiliate $ 60,000 and $ 0 , respectively.

For the nine months ending September 30, 2025 and 2024, the Company incurred and paid the affiliate $ 99,355 and $ 0 , respectively.

Commitments and Contingencies

2 unchanged sentences

The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination.

In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the

completion of a Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

3 unchanged sentences

Such deferred commissions will be subject to pro rata reduction based on the extent of redemptions that reduce the amount of the Trust Account at the time of the Company’s consummation of its initial business combination.

The deferred commissions may be allocated to members of FINRA who have assisted in the consummation of the Company’s initial business combination, at the discretion of the Company.

The deferred commissions may be allocated to members of Financial Industry Regulatory Authority ("FINRA"), who have assisted in the consummation of the Company’s initial business combination, at the discretion of the Company.

In addition to the deferred underwriting discounts, the Company will engage Santander US Capital Markets LLC to provide advisory services from time to time.

6 unchanged sentences

Holders of Class A ordinary shares are entitled to one vote for each share .

At June 30, 2025 and December 31, 2024, there were 36,105,000 and - 0 - Class A ordinary shares issued and outstanding, respectively.

At September 30, 2025 and December 31, 2024, there were 36,105,000 and - 0 - Class A ordinary shares issued and outstanding, respectively.

Class B Ordinary Shares

1 unchanged sentence

Holders of the Class B ordinary shares are entitled to one vote for each share .

At June 30, 2025 and December 31, 2024, there were 8,970,000 Class B ordinary shares issued and outstanding so that the Company’s initial shareholders will own 20.00 % of the Company’s issued and outstanding shares (excluding the private placement shares and assuming the Sponsor, directors or officers do not purchase any shares in this offering) after this offering.

At September 30, 2025 and December 31, 2024, there were 8,970,000 Class B ordinary shares issued and outstanding so that the Company’s initial shareholders will own 20.00 % of the Company’s issued and outstanding shares (excluding the private placement shares and assuming the Sponsor, directors or officers do not purchase any shares in this offering) after this offering.

Preferred Shares

2 unchanged sentences

The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects.

At June 30, 2025 and December 31, 2024, there were no preferred shares issued or outstanding.

At September 30, 2025 and December 31, 2024, there were no preferred shares issued or outstanding.

Public Shareholder Warrants

2 unchanged sentences

No fractional shares will be issued upon separation of the Units and only whole Warrants will trade.

The warrants will become exercisable 30 days after the completion of the initial business combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement).

The warrants will become exercisable 30 days after the completion of the initial business combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement).

The Company is not registering the Class A Ordinary Shares issuable upon exercise of the warrants at this time.

2 unchanged sentences

The Company accounts for the 8,970,000 warrants in accordance with the guidance contained in ASC 815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each

warrant must be recorded as a liability.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

Accordingly, the Company classifies each warrant as a liability at its fair value and charges the costs associated with issuing such warrants to operations.

2 unchanged sentences

This liability is subject to re-measurement at each balance sheet date.

With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations.

With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations.

The Company will reassess the classification at each balance sheet date.

3 unchanged sentences

Fair Value Measurement

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used sin measuring fair value.

10 unchanged sentences

The dividend rate is based on the historical rate, which the Company anticipates remaining at zero .

At June 30, 2025, there were observable transactions and adequate trading volume in the Company’s public warrants to provide a reliable indication of value.

The Public Warrants were valued at $ 0.59 per warrant at June 30, 2025.

At September 30, 2025, there were observable transactions and adequate trading

volume in the Company’s public warrants to provide a reliable indication of value.

The Public Warrants were valued at $ 0.76 per warrant at September 30, 2025.

The Warrants are measured at fair value on a recurring basis.

The subsequent measurement of the Public Warrants as of June 30, 2025, is classified as Level 1 due to the use of both observable inputs in an active market as well as quoted prices in active markets for similar assets and liabilities.

As of June 30, 2025, the aggregate value of the Public Warrants was approximately $ 5.3 million based on the closing price of GTENW on that date of $ 0.59 per warrant.

The subsequent measurement of the Public Warrants as of September 30, 2025, is classified as Level 1 due to the use of both observable inputs in an active market as well as quoted prices in active markets for similar assets and liabilities.

As of September 30, 2025, the aggregate value of the Public Warrants was approximately $ 6.8 million based on the closing price of GTENW on that date of $ 0.76 per warrant.

As of May 5, 2025, the aggregate value of the Public Warrants was approximately $ 1.5 million.

5 unchanged sentences

Selected volatility

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2025 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities.

6 unchanged sentences

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period.

On June 30, 2025, the Public warrants moved from Level 3 to Level 1.

On September 30, 2025, there were no movements in Levels.

Risk and Uncertainties

19 unchanged sentences

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker has been identified as the Chief Financial Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

The Company’s CODM has been identified as the Chief Financial Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.

2 unchanged sentences

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income (loss) and total assets, which include the following:

September 30,

Cash and investments held in Trust Account

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Professional fees and other expenses

2 unchanged sentences

The CODM also reviews professional fees and other expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Professional fees and other expenses, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.

Professional fees and other expenses, as reported on the condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the condensed statement of operations and described within their respective disclosures.

Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited, interim, condensed financial statements were issued.

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited, interim, condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited, interim, condensed 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