What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-08 · 186 added, 132 removed, 612 unchanged (34% of the section changed)

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CONDENSED BALANCE SHEETS

September 30,

Current assets

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$ 234,005,881

LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

Current liabilities

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Commitments (Note 6)

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.34 and $ 10.12 per share as of June 30, 2025 and December 31, 2024, respectively.

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.44 and $ 10.12 per share as of September 30, 2025 and December 31, 2024, respectively.

Shareholders’ Equity

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1,000,000 shares authorized;

none issued or outstanding as of June 30, 2025 and December 31, 2024

none issued or outstanding as of September 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

840,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024

840,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

5,750,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024

5,750,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024

Additional paid-in capital

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Total Shareholders’ Equity

Total Liabilities and Shareholders’ Equity

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

$ 240,926,431

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For the Three

September 30,

For the Period from September 11, 2024 (Inception) Through September 30,

General and administrative costs

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Total other income

Net income (loss)

Weighted average redeemable Class A ordinary shares outstanding – basic and diluted

Basic and diluted net income per redeemable Class A ordinary share

Weighted average non-redeemable Class A and Class B ordinary shares outstanding – basic and diluted

Basic and diluted net income per non-redeemable Class A and Class B ordinary share

Weighted average non-redeemable Class A and Class B ordinary shares outstanding – basic and

Basic and diluted net income (loss) per non-redeemable Class A and Class B ordinary share

the Period from September 11, 2024 (inception) through September 30, 2024, amount excludes an aggregate of up to 750,000 Class B

ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment

option was exercised (see Note 5).

On December 11, 2024, the Company consummated its IPO and sold 23,000,000 Units, including 3,000,000

Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment,

hence the 750,000 shares of Class B ordinary shares are no longer subject to forfeiture.

The accompanying notes are an integral part of

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CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

Ordinary Shares

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Balance – June 30, 2025 (unaudited)

Accretion for Class A ordinary shares to redemption amount

( 2,475,639 )

Balance – September 30, 2025 (unaudited)

FOR THE PERIOD FROM SEPTEMBER 11, 2024 (INCEPTION)

THROUGH SEPTEMBER 30, 2024

Ordinary Shares

Shareholders’

Balance — September 11, 2024 (Inception)

Issuance of Class B ordinary shares to

Balance – September 30, 2024 (Unaudited)

an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which

the underwriter’s over-allotment option was exercised (see Note 5).

On December 11, 2024, the Company consummated its IPO

and sold 23,000,000 Units, including 3,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase

additional units to cover the over-allotment, hence the 750,000 shares of Class B ordinary shares are no longer subject to forfeiture.

The accompanying notes are an integral part of

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CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2025

September 30,

September 11,

2024 (Inception)

September 30,

Cash Flows from Operating Activities:

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

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Formation costs (included in general and administrative costs) paid via issuance of founder shares

Payment of general and administrative costs via promissory note

Interest earned on marketable securities held in Trust Account

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Cash - End of period

Non-Cash investing and financing activities:

Deferred offering costs included in accrued offering costs

Deferred offering costs paid through promissory note - related party

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Deferred offering costs contributed by sponsor through promissory note

Prepaid services contributed in exchange for issuance of Class B ordinary shares

The accompanying notes are an integral part of

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

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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 September 11, 2024 (inception) through June 30, 2025, relates to the Company’s

formation, the initial public offering (“Initial Public Offering”), which is described below and subsequent to the Initial

Public Offering, identifying a target company for a Business Combination.

The Company will not generate any 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 from

the proceeds derived from the Initial Public Offering.

As of September 30, 2025, the Company had not

commenced any operations.

All activity for the period from September 11, 2024 (inception) through September 30, 2025, relates to

the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below and subsequent

to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any 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 from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s

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

must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at

least 80 % of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital

purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into a 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

must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least

80 % of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes

and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into a Business Combination.

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”).

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the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company will provide the Company’s

public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination

either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made

by the Company.

The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the

Trust Account (initially $ 10.10 per Public Share), calculated as of two business days prior to the completion of a Business Combination,

including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay

its tax obligations, if any.

The Company will provide the Company’s public

shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either

(i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer.

decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by

The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust

Account (initially $ 10.10 per Public Share), calculated as of two business days prior to the completion of a Business Combination,

including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its

tax obligations, if any.

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s

The Class A ordinary shares were recorded at redemption value and classified as temporary equity upon the completion of

the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing

The Class A ordinary shares were recorded at redemption value and classified as temporary equity upon the completion of the

Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing

Liabilities from Equity.”

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to waive their rights to its Marketing Fee (see Note 6) held in the Trust Account in the event the Company does not complete a Business

Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account

that will be available to fund the redemption of the Public Shares.

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

value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that

will be available to fund the redemption of the Public Shares.

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

of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

The Sponsor has agreed that it will be liable

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This liability will not apply with respect to any claims by a third party who executed a waiver

of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the

underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933,

as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a

third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

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 auditors), 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.

of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters

of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,

the Sponsor will not be responsible to the extent of any liability for such third-party claims.

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 auditors), 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.

Risks and Uncertainties

The United States and global markets are

experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and

the recent escalation of the Israel-Hamas conflict.

experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the

recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization

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Liquidity and Capital Resources

As of June 30, 2025, the Company had $ 721,661

As of September 30, 2025, the Company had $ 585,116

in cash and working capital surplus of $ 307,890 .

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In connection with the Company’s assessment of going concern considerations in

accordance with Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as

a Going Concern,” as of June 30, 2025, the Company has sufficient funds for the working capital needs of the Company until a minimum

of one year from the date of issuance of these unaudited condensed financial statements.

accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern,” as of September 30, 2025, the Company

has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these unaudited

condensed financial statements.

NOTE 2 — SIGNIFICANT ACCOUNTING

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filed with the SEC on March 18, 2025.

The interim results for the three and six months ended June 30, 2025, are not necessarily indicative

of the results to be expected for the period ending December 31, 2025 or for any future periods.

The interim results for the three and nine months ended September 30, 2025, are not necessarily

indicative of the results to be expected for the period ending December 31, 2025 or for any future periods.

Segment Reporting

The Company complies with Accounting Standards

Update 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which improves reportable

segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

The Company complies with ASC Topic 280, “Segment

Reporting,” which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant

segment expenses among other disclosure requirements.

Emerging Growth Company

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The Company had $ 585,116 and $ 949,366 in cash

and no cash equivalents as of June 30, 2025 and December 31, 2024, respectively.

and no cash equivalents as of September 30, 2025 and December 31, 2024, respectively.

Marketable Securities Held in Trust Account

At June 30, 2025 and December 31, 2024, substantially

At September 30, 2025 and December 31, 2024, substantially

all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

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Gains and losses resulting from the change in fair

value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the

accompanying unaudited condensed statement of operations.

The estimated fair values of investments held in Trust Account are determined

using available market information.

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted)

in active markets for identical assets.

As of June 30, 2025 and December 31, 2024, the Company reported $ 237,739,573 and $ 232,858,478

in investments held in the Trust Account, respectively.

value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying

unaudited condensed statement of operations.

The estimated fair values of investments held in Trust Account are determined using available

market information.

Fair values of these marketable securities are determined by Level 1 inputs utilizing quoted prices (unadjusted) in

active markets for identical assets.

As of September 30, 2025 and December 31, 2024, the Company reported $ 240,215,212 and $ 232,858,478

in marketable securities held in the Trust Account, respectively.

Offering Costs

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There were no unrecognized tax benefits

and no amounts accrued for interest and penalties as of June 30, 2025 and December 31, 2024.

The Company is currently not aware of any

issues under review that could result in significant payments, accruals or material deviation from its position.

and no amounts accrued for interest and penalties as of September 30, 2025 and December 31, 2024.

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 has been

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

The Company is considered an exempted Cayman

Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

The Company is considered an exempted Cayman Islands

company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

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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 Measurement,” approximates

the carrying amounts represented in the accompanying condensed 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 Measurement,” approximates the carrying

amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

The Company accounts for the Public Share Rights

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will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of June

Accordingly, as of September

30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary

equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

As of June 30, 2025 and December

31, 2024, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the

following table:

As of September 30, 2025 and

December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled

in the following table:

Gross proceeds

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Class A ordinary shares subject to possible redemption, June 30, 2025

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, September 30, 2025

$ 240,215,212

Net Income per Ordinary Share

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure

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This presentation assumes a Business Combination as the most likely outcome.

Net income per

ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income per ordinary

share does not consider the effect of the rights issued in connection with the Initial Public Offering and the Private Placement to receive

one tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination in the calculation of diluted

income per ordinary share, because their exercise is contingent upon future events.

As a result, diluted net income per ordinary share

is the same as basic net income per ordinary share for the three and six months ended June 30, 2025.

Accretion associated with the redeemable

Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value.

Net income (loss)

per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective

The calculation of diluted net income (loss) per

ordinary share does not consider the effect of the rights issued in connection with the Initial Public Offering and the Private Placement

to receive one tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination in the calculation

of diluted income per ordinary share, because their exercise is contingent upon future events.

As a result, diluted net income (loss)

per ordinary share is the same as basic net income (loss) per ordinary share for the three and nine months ended September 30, 2025 and

for the period from September 11, 2024 (inception) through September 30, 2024.

Accretion associated with the redeemable Class A ordinary

shares is excluded from earnings per ordinary share as the redemption value approximates fair value.

The Company has considered the effect of Class

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of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares:

Basic and diluted net income per ordinary share:

For the Three Months Ended

June 30, 2025

For the Six Months Ended

June 30, 2025

September 30, 2025

For the Nine Months Ended

September 30, 2025

diluted net income per ordinary share:

Redeemable Class A

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Basic and diluted net income per ordinary share

For the Period from

September 11,

2024 (Inception) Through September 30, 2024

Basic and diluted net loss per ordinary share:

Redeemable Class A

Non-redeemable Class A and Class B

Allocation of net loss

Weighted-average shares outstanding

Basic and diluted net loss per ordinary share

Recently Issued Accounting Standards

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such that the Promissory Note is payable upon consummation of an initial Business Combination or upon liquidation of the Company.

As of June 30, 2025 and December 31, 2024, there

was $ 198,024 outstanding under the Promissory Note.

As of September 30, 2025 and December 31, 2024,

there was $ 198,024 outstanding under the Promissory Note.

Administrative Services Agreement

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to pay an aggregate of $ 10,000 per month for office space and administrative and support services.

For the three and six months ended

June 30, 2025, the Company incurred $ 30,000 and $ 60,000 for these services, respectively.

At June 30, 2025 and December 31, 2024, the

Company owed $ 67,000 and $ 7,000 , respectively, for these services.

For the three and nine months ended

September 30, 2025, the Company incurred $ 30,000 and $ 90,000 for these services, respectively.

For the period from September 11, 2024

(inception) through September 30, 2024, the Company did not incur any fees for these services.

At September 30, 2025 and December 31,

2024, the Company owed $ 97,000 and $ 7,000 , respectively, for these services.

Related Party Loans

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The Units would be identical to the Private Placement Units.

As of June 30, 2025 and December 31, 2024, there are no Working

Capital Loans outstanding.

As of September 30, 2025 and December 31, 2024, there are

no Working Capital Loans outstanding.

NOTE 6 — COMMITMENTS

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Public Offering, an aggregate of up to $ 9,200,000 after the underwriters exercised their over-allotment option in full on December 11,

As of June 30, 2025 and December 31, 2024, no Business Combination Marketing Fee has been incurred or recorded.

As of September 30, 2025 and December 31, 2024, no Business Combination Marketing Fee has been incurred or recorded.

NOTE 7 — SHAREHOLDERS’

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rights and preferences as may be determined from time to time by the Company’s board of directors.

At June 30, 2025 and December

At September 30, 2025 and December

31, 2024, there were no preference shares issued or outstanding.

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ordinary shares are entitled to one vote for each share.

At June 30, 2025 and December 31, 2024, there were 840,000 Class A ordinary

shares issued and outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.

At September 30, 2025 and December 31, 2024, there were 840,000 Class A

ordinary shares issued and outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The

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the Sponsor for $ 25,000 , or approximately $ 0.004 per share.

As of June 30, 2025 and December 31, 2024, there were 5,750,000 Class B ordinary

shares issued and outstanding.

Only holders of Class B ordinary shares will have the right to

vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary shares and holders of Class B

ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except

as otherwise required by law.

As of September 30, 2025 and December 31, 2024, there were 5,750,000 Class

B ordinary shares issued and outstanding.

Only holders of Class B ordinary shares will

have the right to vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary shares and holders

of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders

except as otherwise required by law.

The Class B ordinary shares will automatically

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Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value as of June 30, 2025 and December

31, 2024, 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 as of September 30, 2025 and

December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

September 30,

Marketable Securities held in Trust Account

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$ 232,858,478

At June 30, 2025 and December 31, 2024, substantially

At September 30, 2025 and December 31, 2024, substantially

all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

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ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement information about operating segments, products, services,

geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities

from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly

evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources

and assess performance.

establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic

areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from

which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated

by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess

The Company’s CODM has been identified as

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which include the following:

September 30,

Marketable securities held in Trust Account

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For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine months Ended

September 30,

For the Period from September 11, 2024 (Inception) Through September 30, 2024

General and administrative expenses

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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

are reported on the condensed statements of operations and described within their respective disclosures.

NOTE 10 — SUBSEQUENT EVENTS

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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