What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-13 · 58 added, 28 removed, 341 unchanged (20% of the section changed)

2 unchanged sentences

BALANCE SHEET

December 31, 2024

Cash and cash equivalent

12 unchanged sentences

Class A ordinary shares, $ 0.0001 par value;

8,625,000 shares subject to possible redemption at $ 10.05 per share as of March 31, 2025 (zero as of December 31, 2024)

8,625,000 shares subject to possible redemption at $ 10.15 per share as of June 30, 2025 (zero as of December 31, 2024)

Shareholders’ Deficit

4 unchanged sentences

500,000,000 shares authorized;

265,625 shares issued and outstanding (excluding 8,625,000 shares subject to possible redemption) as of March 31, 2025 and zero shares issued and outstanding as of December 31, 2024

265,625 shares issued and outstanding (excluding 8,625,000 shares subject to possible redemption) as of June 30, 2025 and zero shares issued and outstanding as of December 31, 2024

Class B ordinary shares, $ 0.0001 par value;

12 unchanged sentences

For the Three Months Ended

March 31, 2025

For the Six Months Ended

For the Period from May 31 (inception) to

June 30, 2025

June 30, 2024

Formation and operating costs

11 unchanged sentences

(1) Includes up to 393,750 Class B ordinary shares that were subject to forfeiture until the over-allotment option was exercised in full by the underwriters subsequent to December 31, 2024 (Note 5).

(2) The Company was incorporated on May 31, 2024.

As such, no comparative prior period financial information is presented.

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

1 unchanged sentence

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2025 (Unaudited)

For the THREE AND SIX MONTHS ENDED JUNE 30, 2025 (Unaudited)

Ordinary Shares

Shareholders’

Balance - December 31, 2024

Balance - December 31, 2024 (Audited)

Sale of private placement units

9 unchanged sentences

$ ( 3,378,718 )

(1) Includes up to 393,750 Class B ordinary shares that were subject to forfeiture until the over-allotment option was exercised in full by the underwriters subsequent to December 31, 2024 (Note 5).

Adjustment in allocated value of offering costs to ordinary shares

Subsequent measurement of ordinary shares subject to possible redemption

Balance – June 30, 2025 (Unaudited)

$ ( 3,416,965 )

$ ( 3,416,636 )

FOR THE PERIOD FROM MAY 31, 2024 (INCEPTION) TO JUNE 30, 2024 (Unaudited)

Ordinary Shares

Shareholders’

Balance – May 31, 2024 (inception)

Founder shares issued to initial shareholder (1)

Balance - June 30, 2024 (Unaudited)

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

1 unchanged sentence

STATEMENT OF CASH FLOWS

For the Three Months Ended

March 31, 2025

For the Six Months Ended

June 30, 2025

For the Period from May 31 (inception) to June 30, 2024

Cash Flows from Operating Activities:

1 unchanged sentence

Income earned on investments held in Trust Account

( 1,320,794 )

Changes in operating assets and liabilities:

37 unchanged sentences

The Company may pursue an initial business combination in any industry or geographic location that it determines is attractive and in the best interests of its shareholders.

As of March 31, 2025, the Company had not commenced any operations.

All activity for the period from May 31, 2024 (inception) through March 31, 2025, relates to the Company’s formation and the initial public offering (“Public Offering” or “IPO”) described below, and since the Public Offering, the Company’s search for a prospective Business Combination.

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

All activity for the period from May 31, 2024 (inception) through June 30, 2025, relates to the Company’s formation and the initial public offering (“Public Offering” or “IPO”) described below, and since the Public Offering, the Company’s search for a prospective Business Combination.

The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest.

38 unchanged sentences

Going Concern Consideration

As of March 31, 2025, the Company had $ 504,566 in its operating bank account, and working capital of $ 571,281 .

As of June 30, 2025, the Company had $ 496,072 in its operating bank account, and working capital of $ 533,363 .

Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit of a Business Combination.

25 unchanged sentences

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

As of March 31, 2025 and December 31, 2024, the Company had $ 504,566 and zero in cash, respectively.

The Company did not have any cash equivalents as of March 31, 2025 or December 31, 2024.

As of June 30, 2025 and December 31, 2024, the Company had $ 496,072 and zero in cash, respectively.

The Company did not have any cash equivalents as of June 30, 2025 or December 31, 2024.

Cash held in Trust Account

As of March 31, 2025, the Company had $ 86,667,209 in cash held in the Trust Account.

As of June 30, 2025, the Company had $ 87,570,794 in cash held in the Trust Account.

Ordinary Shares Subject to Possible Redemption

4 unchanged sentences

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of March 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of permanent shareholders’ equity on the Company’s balance sheet, as summarized in the following table:

Accordingly, as of June 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of permanent shareholders’ equity on the Company’s balance sheet, as summarized in the following table:

Public offering proceeds

11 unchanged sentences

Coverage of $ 250,000 .

As of March 31, 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

As of June 30, 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

5 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2025.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

The provision for income taxes was deemed to be de minimis for the period from May 31, 2024 (inception) through March 31, 2025.

The provision for income taxes was deemed to be de minimis for the period from May 31, 2024 (inception) through June 30, 2025.

Net Income Per Common Share

2 unchanged sentences

As a result, the diluted loss per common share is the same as basic loss per common share for the period presented.

For the three months ended March 31, 2025

For the three months ended

June 30, 2025

For the six months ended

June 30, 2025

Class A Non-Redeemable

Allocation of net income (loss)

2 unchanged sentences

Basic and diluted net income (loss) per share

For the three months ended

June 30, 2024

For the six months ended

June 30, 2024

Class A Non-Redeemable

Allocation of net income (loss)

Denominators:

Weighted average shares outstanding

Basic and diluted net income (loss) per share

Fair Value Measurements

8 unchanged sentences

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

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

Cash held in Trust Account

Cash and cash equivalent

Fair Value of Financial Instruments

34 unchanged sentences

On February 14, 2025, the Company entered into an agreement with the Sponsor stipulating that commencing on February 15, 2025 and through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an aggregate of $ 1,667 per month for office space, utilities, and secretarial and administrative support.

As of March 31, 2025, the Company incurred $ 2,501 of administrative services fees which was included due to related party in the accompanying balance sheet.

As of June 30, 2025, the Company incurred $ 7,502 of administrative services fees which was included due to related party in the accompanying balance sheet.

(Nill in 2024)

14 unchanged sentences

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2024, no such Working Capital Loans were outstanding.

As of June 30, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

23 unchanged sentences

Preferred Shares — The Company is authorized to issue up to 5,000,000 preferred shares with a par value of $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At March 31, 2025, there were no shares of preferred stock issued or outstanding.

At June 30, 2025, there were no shares of preferred stock issued or outstanding.

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

Holders of the Company’s Class A ordinary shares are entitled to one vote per share.

As of March 31, 2025, the Company had 8,890,625 Class A ordinary shares issued and outstanding, consisting of 8,625,000 Class A ordinary shares sold as part of the units in the IPO (including 1,125,000 shares issued pursuant to the full exercise of the underwriters’ over-allotment option), and 265,625 Class A ordinary shares issued in connection with the sale of private placement units to the Sponsor and the underwriters.

As of June 30, 2025, the Company had 8,890,625 Class A ordinary shares issued and outstanding, consisting of 8,625,000 Class A ordinary shares sold as part of the units in the IPO (including 1,125,000 shares issued pursuant to the full exercise of the underwriters’ over-allotment option), and 265,625 Class A ordinary shares issued in connection with the sale of private placement units to the Sponsor and the underwriters.

The Class A ordinary shares sold in the IPO are subject to possible redemption and are classified as temporary equity in accordance with ASC 480-10-S99.

8 unchanged sentences

On June 1, 2024, Sponsor purchased 8,050,000 Class B ordinary shares (Founder Shares) for an aggregate purchase price of $ 25,000 .

On December 19, 2024, the Sponsor forfeited 5,031,250 Founder Shares for no consideration, resulting in 3,018,750 Class B ordinary shares outstanding as of March 31, 2025.

On December 19, 2024, the Sponsor forfeited 5,031,250 Founder Shares for no consideration, resulting in 3,018,750 Class B ordinary shares outstanding as of June 30, 2025.

The Founder Shares will automatically convert into Class A ordinary shares upon the consummation of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain anti-dilution adjustments.

24 unchanged sentences

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