What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-20 compared with 2025-03-18 · 249 added, 352 removed, 854 unchanged (41% of the section changed)

3 unchanged sentences

share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

we may pursue an initial business combination target in any industry or geographic location, we intend to focus our search for a target

business by concentrating our efforts in identifying high-quality businesses with a focus on healthcare services, healthcare technology,

or otherwise focused on the healthcare industry .

We intend to utilize cash derived from the proceeds of our initial public offering

(the “IPO”), our securities, debt or a combination of cash, securities and debt, in effecting a business combination.

not selected any target business for our initial business combination.

pursue an initial business combination target in any industry or geographic location, we intend to focus our search for a target business

by concentrating our efforts in identifying high-quality businesses with a focus on healthcare services, healthcare technology, or otherwise

focused on the healthcare industry.

We intend to utilize cash derived from the proceeds of our initial public offering (the “IPO”),

our securities, debt or a combination of cash, securities and debt, in effecting a business combination.

We have not selected any target

business for our initial business combination.

Initial Public Offering and Private Placement

10 unchanged sentences

In connection with the offering of the Units and the sale of Private Placement Units, the proceeds of $232,300,000 from the proceeds of

the offering of the Units and the sale of Private Placement Units were placed in in a trust account (the “Trust Account”)

established for the benefit of our public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company

acting as trustee.

Our management has broad

discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust

Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination

and working capital.

Since our IPO, our sole

business activity has been identifying and evaluating suitable acquisition transaction candidates.

We presently have no revenue and have

had losses since inception from incurring formation and operating costs.

We have relied upon the sale of our securities and loans from

the Sponsor and other parties to fund our operations.

the offering of the Units and the sale of Private Placement Units were placed in a trust account (the “Trust Account”) established

for the benefit of our public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting

Our management has broad discretion

with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust Account,

although substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working

Since our IPO, our sole business

activity has been identifying and evaluating suitable acquisition transaction candidates.

We presently have no revenue and have had losses

since inception from incurring formation and operating costs.

We have relied upon the sale of our securities and loans from the Sponsor

and other parties to fund our operations.

The Class A Ordinary Shares

6 unchanged sentences

Business Strategy and Competitive Strengths

Our goal is to complete a business

combination with a company that is fundamentally healthy and then to work with that company to access the capital markets, attract experienced

management talent, and execute a proprietary value-creation business plan, designed to help the company to grow into the next phase of

its life cycle.

We plan to focus on identifying acquisition candidates to leverage our management’s deep experience in the integration

and coordination of healthcare services, as well as to capitalize on the current healthcare trends and valuation dislocation.

to employ a fundamental, value-oriented acquisition framework that seeks a target with the potential for significant equity value creation

coupled with strong downside protection from dependable cash flows and a durable business franchise.

Our management team along with our

board of directors have experience in:

● operating companies in the public and private markets, defining

corporate strategy, and identifying, mentoring and recruiting leading talent, and identifying and executing on operational improvements

that drive value;

● growing companies, both organically and through strategic transactions,

expanding product portfolios and broadening geographic footprints;

● building strong sales networks to drive organic growth across

market segments, targeting a wide range of payor and referral sources, with a focus on compliance and customer service across all parties

in the care delivery and reimbursement chain;

● strategically investing in leading private and public healthcare

and other companies to help accelerate growth and maturation;

Our goal is to complete a

business combination with a company that is fundamentally healthy and then to work with that company to access the capital markets, attract

experienced management talent, and execute a proprietary value-creation business plan, designed to help the company to grow into the next

phase of its life cycle.

We plan to focus on identifying acquisition candidates to leverage our management’s deep experience in

the integration and coordination of healthcare services, as well as to capitalize on the current healthcare trends and valuation dislocation.

We plan to employ a fundamental, value-oriented acquisition framework that seeks a target with the potential for significant equity value

creation coupled with strong downside protection from dependable cash flows and a durable business franchise.

Our management team along

with our board of directors have experience in:

operating companies in the public and private markets, defining corporate strategy, and identifying, mentoring and recruiting leading talent, and identifying and executing on operational improvements that drive value;

growing companies, both organically and through strategic transactions, expanding product portfolios and broadening geographic footprints;

building strong sales networks to drive organic growth across market segments, targeting a wide range of payor and referral sources, with a focus on compliance and customer service across all parties in the care delivery and reimbursement chain;

strategically investing in leading private and public healthcare and other companies to help accelerate growth and maturation;

sourcing, structuring, acquiring and selling businesses;

● accessing public and private capital markets to optimize capital

structure, including financing businesses and helping companies transition ownership structures;

● fostering relationships with sellers, capital providers and

experienced target management teams.

accessing public and private capital markets to optimize capital structure, including financing businesses and helping companies transition ownership structures;

fostering relationships with sellers, capital providers and experienced target management teams.

Acquisition Strategy and Criteria

6 unchanged sentences

Although our management team

has extensive experience in the healthcare industry, we will not restrict our proposition search to this field.

Over the course of their

careers, the members of our management team and board of directors have developed a broad network of contacts and corporate relationships

that we believe will be useful for sourcing investment opportunities.

has extensive experience in the healthcare industry, we will not restrict our target search to this field.

Over the course of their careers,

the members of our management team and board of directors have developed a broad network of contacts and corporate relationships that

we believe will be useful for sourcing investment opportunities.

We plan to focus our search

2 unchanged sentences

Industry Attractiveness .

Macro industry dynamics, including the healthcare regulatory and

reimbursement situation, must be favorable on a go-forward basis.

Healthcare companies can utilize the extensive networks and

insights that members of our management team have built in the sector to drive meaningful operational improvements and efficiency

gains or to enhance their strategic position by using technology solutions to differentiate its offering.

Macro industry dynamics, including the healthcare regulatory and reimbursement situation, must be favorable on a go-forward basis.

Healthcare companies can utilize the extensive networks and insights that members of our management team have built in the sector to drive meaningful operational improvements and efficiency gains or to enhance their strategic position by using technology solutions to differentiate its offering.

Strong Management Team .

We will seek to acquire businesses or companies with seasoned and

strong management teams.

Our team brings a breadth of knowledge and plans to focus on assets that represent the same values, proven

track records, and work ethic.

We will seek to acquire businesses or companies with seasoned and strong management teams.

Our team brings a breadth of knowledge and plans to focus on assets that represent the same values, proven track records, and work ethic.

Growth Potential .

to target propositions with significant growth potential with the addition of our management team and resources.

We will seek to target propositions with significant growth potential with the addition of our management team and resources.

Value Proposition .

businesses or companies with clear value proposition, including how success will be measured and demonstrated to investors and that we

believe are positioned to provide attractive risk-adjusted equity returns for our shareholders.

We will seek businesses or companies with clear value proposition, including how success will be measured and demonstrated to investors and that we believe are positioned to provide attractive risk-adjusted equity returns for our shareholders.

Benefit from Access to Public Investors .

will seek to target companies that are ready to become public, with strong management, corporate governance and reporting policies in

place, and which we believe will likely be well received by public investors and are expected to have good access to the public capital

The criteria listed above are

not an exhaustive list.

We will seek to target companies that are ready to become public, with strong management, corporate governance and reporting policies in place, and which we believe will likely be well received by public investors and are expected to have good access to the public capital markets.

The criteria listed above

are not an exhaustive list.

The above guidelines are meant to guide management in acquisition searches and compare qualities of considered

57 unchanged sentences

Initial Business Combination

NYSE listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair market

value equal to at least 80% of the assets held in the trust account (net of amounts disbursed to management for working capital purposes

and excluding the amount of any deferred underwriting discount held in trust).

The NYSE listing rules require

that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least

80% of the assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount

of any deferred underwriting discount held in trust).

We refer to this as the 80% fair market value test.

our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain

an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect

to the satisfaction of such criteria.

We do not currently intend to purchase multiple businesses in unrelated industries in conjunction

with our initial business combination, although there is no assurance that will be the case.

In addition, pursuant to the NYSE listing

rules, our initial business combination must be approved by a majority of our independent directors .

If our board of directors is

not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent

investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such

We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business

combination, although there is no assurance that will be the case.

In addition, pursuant to the NYSE listing rules, our initial business

combination must be approved by a majority of our independent directors.

We anticipate structuring

25 unchanged sentences

we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.

have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As a result, we are subject to the rules

and regulations promulgated under the Exchange Act.

We have no current intention of filing a Form 15 to suspend our reporting

or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination .

We have filed a Registration

Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”).

As a result, we are subject to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior

or subsequent to the consummation of our initial business combination.

Corporate Information

95 unchanged sentences

Although there are various costs and obligations associated with being a public company, we believe target businesses

will find this method a more certain and cost-effective method to becoming a public company than the typical initial public offering.

In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that

may not be present to the same extent in connection with a business combination with us.

will find this method a more certain and cost-effective path to becoming a public company than the typical initial public offering.

a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may

not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed

22 unchanged sentences

Financial Position

With funds available for a

business combination in the amount of approximately $223.7 million, as of December 31, 2024, assuming no redemptions and after payment

of the up to $9,200,000 of Marketing Fee, in each case, before fees and expenses associated with our initial business combination, we

offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth

and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

Because we are able to complete our initial

business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the

most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.

We do not believe we will

need to raise additional funds following our IPO in order to meet the expenditures required for operating our business.

However, if our

estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination

are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial

business combination.

Moreover, we may need to obtain additional financing either to complete our initial business combination or because

we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which

case we may (i) issue additional securities to investors in private placement transactions (so-called PIPE transactions) at a price of

$10.00 per share or at a price which approximates the per-share amounts in our Trust Account at such time, or (ii) incur debt in connection

with our initial business combination.

If we raise additional funds through equity or convertible debt issuances, our public shareholders

may also suffer significant dilution and these securities could have rights that rank senior to our public shares.

If we raise additional

funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain

covenants that restrict our operations.

Further, due to the anti-dilution rights of our founder shares, our public shareholders may incur

material dilution.

In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the

net proceeds of our IPO and the sale of the Private Placement Units, and, as a result, if the cash portion of the purchase price exceeds

the amount available from the Trust Account, net of amounts needed to satisfy redemptions by public shareholders, we may be required to

seek additional financing to complete such proposed initial business combination.

We may also obtain financing prior to the closing of

our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion

of our initial business combination.

There is no limitation on our ability to raise funds through the issuance of equity or equity-linked

securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to

any forward purchase agreements, backstop or similar agreements we may enter into.

Subject to compliance with applicable securities laws,

we would only complete such financing simultaneously with the completion of our business combination.

If we are unable to complete our

initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate

the Trust Account.

In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional

financing in order to meet our obligations.

With funds available for a business combination in the amount of approximately

$233.3 million, as of December 31, 2025, assuming no redemptions and after payment of the up to $9,200,000 of Marketing Fee, in each case,

before fees and expenses associated with our initial business combination, we offer a target business a variety of options such as creating

a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance

sheet by reducing its debt ratio.

Because we are able to complete our initial business combination using our cash, debt or equity securities,

or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration

to be paid to the target business to fit its needs and desires.

However, we have not taken any steps to secure third-party financing and

there can be no assurance it will be available to us.

We may need to raise additional funds following our IPO in order to

meet the expenditures required for operating our business.

However, if our estimates of the costs of identifying a target business, undertaking

in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have

insufficient funds available to operate our business prior to our initial business combination.

Moreover, we may need to obtain additional

financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public

shares upon completion of our initial business combination, in which case we may (i) issue additional securities to investors in private

placement transactions (so-called PIPE transactions) at a price of $10.00 per share or at a price which approximates the per-share amounts

in our Trust Account at such time, or (ii) incur debt in connection with our initial business combination.

If we raise additional funds

through equity or convertible debt issuances, our public shareholders may also suffer significant dilution and these securities could

have rights that rank senior to our public shares.

If we raise additional funds through the incurrence of indebtedness, such indebtedness

would have rights that are senior to our equity securities and could contain covenants that restrict our operations.

Further, due to the

anti-dilution rights of our founder shares, our public shareholders may incur material dilution.

In addition, we intend to target businesses

with enterprise values that are greater than we could acquire with the net proceeds of our IPO and the sale of the Private Placement Units,

and, as a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed

to satisfy redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business

We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and

transaction costs in connection with our search for and completion of our initial business combination.

There is no limitation on our

ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in

connection with our initial business combination, including pursuant to any forward purchase agreements, backstop or similar agreements

we may enter into.

Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the

completion of our business combination.

If we are unable to complete our initial business combination because we do not have sufficient

funds available to us, we will be forced to cease operations and liquidate the Trust Account.

In addition, following our initial business

combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Effecting Our Initial Business Combination

31 unchanged sentences

initial business combination.

We refer to this as the 80% of net assets test.

The fair market value of the target or targets will be determined

by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow

valuation or value of comparable businesses.

If our board of directors is not able independently to determine the fair market value of

the target business or businesses, we will obtain an opinion from an independent investment banking firm, or another independent entity

that commonly renders valuation opinions, with respect to the satisfaction of such criteria.

Although we may purchase multiple businesses

in related industries in connection with our initial business combination, we do not currently intend to purchase multiple businesses

in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case.

to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective

target businesses, although we will not be permitted to effectuate our initial business combination solely with another blank check company

or a similar company with nominal operations.

We refer to this as the 80% fair market value test.

The fair market value of the target or targets will

be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted

cash flow valuation or value of comparable businesses.

If our board of directors is not able independently to determine the fair market

value of the target business or businesses, we will obtain an opinion from an independent investment banking firm, or another independent

entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria.

Although we may purchase multiple

businesses in related industries in connection with our initial business combination, we do not currently intend to purchase multiple

businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the

Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more

prospective target businesses, although we will not be permitted to effectuate our initial business combination solely with another blank

check company or a similar company with nominal operations.

In any case, we will only

4 unchanged sentences

businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired

is what will be valued for purposes of the 80% of net assets test.

is what will be valued for purposes of the 80% fair market value test.

There is no basis for investors in our IPO to evaluate the possible

29 unchanged sentences

for our success may be:

● solely dependent upon the performance of a single business,

property or asset;

● dependent upon the development or market acceptance of a single

or limited number of products, processes or services.

solely dependent upon the performance of a single business, property or asset;

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification

33 unchanged sentences

shareholder approval would be required for our initial business combination if, for example:

● we issue Class A Ordinary Shares that will be equal to

or in excess of 20% of the number of Class A Ordinary Shares then outstanding (other than in a public offering);

● any of our directors, officers or substantial security holders

(as defined by the NYSE rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or

indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares (or

securities convertible into or exercisable for ordinary shares) could result in an increase in outstanding ordinary shares or voting

power of 5% or more;

● the issuance or potential issuance of ordinary shares will result

in our undergoing a change of control.

we issue Class A Ordinary Shares that will be equal to or in excess of 20% of the number of Class A Ordinary Shares then outstanding (other than in a public offering);

any of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares (or securities convertible into or exercisable for ordinary shares) could result in an increase in outstanding ordinary shares or voting power of 5% or more;

the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

The Companies Act and Cayman

3 unchanged sentences

we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required

by law will be made by us, solely in our discretion, and will be based on business and reasons, which include a variety of factors, including,

but not limited to:

● the timing of the transaction, including in the event we determine

shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would

place the company at a disadvantage in the transaction or result in other additional burdens on the company;

by law will be made by us, solely in our discretion, and will be based on business or other reasons, which include a variety of factors,

including, but not limited to:

the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

the expected cost of holding a shareholder vote;

● the risk that the shareholders would fail to approve the proposed

business combination;

the risk that the shareholders would fail to approve the proposed business combination;

other time and budget constraints of the company;

● additional legal complexities of a proposed business combination

that would be time consuming and burdensome to present to shareholders.

additional legal complexities of a proposed business combination that would be time consuming and burdensome to present to shareholders.

Permitted purchases and other transactions

41 unchanged sentences

pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

To the extent such securities are purchased, such public securities will not be voted in favor of approving or business combination, as

required by Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by the SEC.

To the extent such securities are purchased, such public securities will not be voted in favor of approving our business combination,

as required by Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by the SEC.

In addition, if such purchases

65 unchanged sentences

memorandum and articles of association:

● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E

of the Exchange Act, which regulate issuer tender offers;

● file tender offer documents with the SEC prior to completing

our initial business combination which contain substantially the same financial and other information about the initial business combination

and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers;

file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement

12 unchanged sentences

business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association:

● conduct the redemptions in conjunction with a proxy solicitation

pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules;

file proxy materials with the SEC.

7 unchanged sentences

to maintain our NYSE listing or Exchange Act registration.

In the event that we seek shareholder

approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders

with the redemption rights described above upon completion of the initial business combination.

In the event that we seek

shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our

public shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval,

15 unchanged sentences

Our amended and restated memorandum

and articles of incorporation provides that in no event will we redeem our public shares in connection with our initial business combination

and articles of association provides that in no event will we redeem our public shares in connection with our initial business combination

in an amount that would cause our net tangible assets, after payment of the Marketing Fee, to be less than $5,000,001 (following such

17 unchanged sentences

our initial business combination if we seek shareholder approval

Notwithstanding the foregoing

redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection

with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association

provide 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 Exchange Act), will be restricted from redeeming

its shares with respect to more than an aggregate of 15% of the shares sold in our IPO, which we refer to as the “Excess Shares,”

without our prior consent.

We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent

attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to

force us, our Sponsors or their respective affiliates to purchase their shares at a significant premium to the then-current market price

or on other undesirable terms.

Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in

our IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or their respective

affiliates at a premium to the then-current market price or on other undesirable terms.

By limiting our shareholders’ ability to

redeem no more than 15% of the shares sold in our IPO, we believe we will limit the ability of a small group of shareholders to unreasonably

attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with

a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting

our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Notwithstanding the foregoing redemption rights, if we seek shareholder

approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant

to the tender offer rules, our amended and restated memorandum and articles of association provide 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an

aggregate of 15% of the shares sold in our IPO, which we refer to as the “Excess Shares,” without our prior consent.

this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use

their ability to exercise their redemption rights against a proposed business combination as a means to force us, our Sponsor or its affiliates

to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

Absent this provision,

a public shareholder holding more than an aggregate of 15% of the shares sold in our IPO could threaten to exercise its redemption rights

if such holder’s shares are not purchased by us, our Sponsor or their respective affiliates at a premium to the then-current market

price or on other undesirable terms.

By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our

IPO, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our

initial business combination, particularly in connection with a business combination with a target that requires as a closing condition

that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting our shareholders’ ability to

vote all of their shares (including Excess Shares) for or against our initial business combination.

Tendering share certificates in connection

223 unchanged sentences

things, that:

● prior to the consummation of our initial business combination,

we shall either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which

public shareholders may seek to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for

or against the proposed transaction, into their pro rata share of the aggregate amount then on deposit in the Trust Account, calculated

as of two business days prior to the completion of our initial business combination, including interest (which interest shall be

net of taxes payable), or (2) provide our public shareholders with the opportunity to tender their public shares to us by means

of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount

then on deposit in the Trust Account, calculated as of two business days prior to the completion of our initial business combination,

including interest (which interest shall be net of taxes payable), in each case subject to the limitations described herein;

● if we seek shareholder approval, we will complete our initial

business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative

vote of a majority of the shareholders who attend and vote at a general meeting of the company;

● if our initial business combination is not consummated by December

11, 2026, then our existence will terminate and we will distribute all amounts in the Trust Account;

● prior to our initial business combination, we may not issue

additional ordinary shares that would entitle the holders thereof to (1) receive funds from the Trust Account or (2) vote as

a class with our public shares on any initial business combination.

prior to the consummation of our initial business combination, we shall either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which public shareholders may seek to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction, into their pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), or (2) provide our public shareholders with the opportunity to tender their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), in each case subject to the limitations described herein;

if we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company;

if our initial business combination is not consummated by December 11, 2026, then our existence will terminate and we will distribute all amounts in the Trust Account;

prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1) receive funds from the Trust Account or (2) vote as a class with our public shares on any initial business combination.

These provisions cannot be

5 unchanged sentences

affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company.

Additionally, our amended and

restated memorandum and articles of association provide that, prior to our initial business combination, only holders of our founder shares

will have the right to vote on the appointment of directors and that holders of a majority of our founder shares may remove a member of

the board of directors for any reason.

These provisions of our amended and restated memorandum and articles of association may only be

amended by a special resolution passed by a majority of at least 90% of our ordinary shares attending and voting at a general meeting.

Additionally, our amended

and restated memorandum and articles of association provide that, prior to our initial business combination, only holders of our founder

shares will have the right to vote on the appointment of directors and that holders of a majority of our founder shares may remove a member

of the board of directors for any reason.

These provisions of our amended and restated memorandum and articles of association may only

be amended by a special resolution passed by a majority of at least 90% of our ordinary shares attending and voting at a general meeting.

With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination,

3 unchanged sentences

in Connection With our Initial Business Combination and if we Fail to Complete our Initial Business Combination.

The following table compares the redemptions and

other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and

if we have not completed our initial business combination by December 11, 2026.

in Connection

The following table compares

the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business

combination and if we have not completed our initial business combination by December 11, 2026.

Redemptions in Connection

with our Initial Business

Permitted Purchases of

Other Permitted Purchases of

Public Shares by our

if we fail to

Redemptions if we fail to

Complete an Initial

Business Combination

of redemption price

Redemptions at the time

of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote.

The redemption

price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote.

case, our public shareholders may redeem their public shares for 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 (which is initially

anticipated to be $10.10 per share), including interest (which interest shall be net of taxes payable), divided by the number of

then issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions

would cause any limitations (including, but not limited to, cash requirements) agreed to in connection with the negotiation of terms

of a proposed business combination.

If we seek shareholder

approval of our initial business combination, our Sponsor, directors, officers, advisors or any of their affiliates may purchase

public shares or rights outside of the redemption offer in compliance with the conditions set forth in SEC Tender Offer Rules and

Schedules Compliance and Disclosure Interpretation 166.01 in privately negotiated transactions or in the open market either prior

to or following the completion of our initial business combination.

Any such price per share may be different than the amount per

share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination,

however in no event will such price per share be made at a price higher than the offered redemption price.

Such purchases will be

restricted except to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from

liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

None of the funds in the Trust Account will

be used to purchase shares in such transactions.

If we have not completed

our initial business combination by December 11, 2026, we will redeem all public shares at a per-share price, payable in cash, equal

to the aggregate amount then on deposit in the Trust Account (which is initially anticipated to be $10.10 per share), including interest

(less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number

of then issued and outstanding public shares.

Calculation of redemption price

Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote.

The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote.

In either case, our public shareholders may redeem their public shares for 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 (which is initially anticipated to be $10.10 per share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause any limitations (including, but not limited to, cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.

If we seek shareholder approval of our initial business combination, our Sponsor, directors, officers, advisors or any of their affiliates may purchase public shares or rights outside of the redemption offer in compliance with the conditions set forth in SEC Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.

Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination, however in no event will such price per share be made at a price higher than the offered redemption price.

Such purchases will be restricted except to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

None of the funds in the Trust Account will be used to purchase shares in such transactions.

If we have not completed our initial business combination by December 11, 2026, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (which is initially anticipated to be $10.10 per share), including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares.

Redemptions in Connection

29 unchanged sentences

Conflicts of Interest

Our President and Chief Executive

Officer and our other officers and directors have fiduciary or contractual duties to Jackson Healthcare, Jackson Investment Group and/or

certain other companies with which they have relationships.

Our President and Chief Executive Officer and our other officers and

directors have fiduciary or contractual duties to Jackson Healthcare, Jackson Investment Group and/or certain other companies with which

they have relationships.

These entities may compete with us for acquisition opportunities.

these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities.

Subject to his or her fiduciary

duties under applicable law, none of the members of our management team who are also employed by our Sponsor or its affiliates have any

obligation to present us with any opportunity for a potential business combination of which they become aware.

Our Sponsor and directors

and officers are also not prohibited from Sponsoring, investing or otherwise becoming involved with, any other blank check companies,

including in connection with their initial business combinations, prior to us completing our initial business combination.

paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.004 per share.

Accordingly, certain members

of our management team, which own interests in our Sponsor, may be more willing to pursue a business combination with a riskier or less-established

target business than would be the case if our Sponsor had paid the same per share price for the founder shares as our public shareholders

paid for their public shares.

Further, our management team, in their capacities as directors, officers or employees of our Sponsor or

their respective affiliates or in their other endeavors, may choose to present potential business combinations to the related entities

described above, current or future entities affiliated with or managed by our Sponsor, or third parties, before they present such opportunities

to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties.

Our amended and restated

memorandum and articles of association provide that, to the fullest extent permitted by applicable law:

(i) no individual serving

as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly

or indirectly in the same or similar business activities or lines of business as us;

and (ii) we renounce any interest or expectancy

in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for

any director or officer, on the one hand, and us, on the other.

If any of these entities decide to pursue any

such opportunity, we may be precluded from pursuing such opportunities.

Subject to his or her fiduciary duties under applicable law, none

of the members of our management team who are also employed by our Sponsor or its affiliates have any obligation to present us with any

opportunity for a potential business combination of which they become aware.

Our Sponsor and directors and officers are also not prohibited

from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial

business combinations, prior to us completing our initial business combination.

Our Sponsor paid a nominal aggregate purchase price of

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

Accordingly, certain members of our management team, which own interests

in our Sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be

the case if our Sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares.

Further, our management team, in their capacities as directors, officers or employees of our Sponsor or their respective affiliates or

in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future

entities affiliated with or managed by our Sponsor, or third parties, before they present such opportunities to us, subject to his or

her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties.

Our amended and restated memorandum and articles

of association provide that, to the fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer

shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same

or similar business activities or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in being offered

an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer,

on the one hand, and us, on the other.

In the event our Sponsor or

27 unchanged sentences

also be aware of the following potential conflicts of interest:

● None of our directors or officers is required to commit his

or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business

● In the course of their other business activities, our directors

and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the

other entities with which they are affiliated.

Our management may have conflicts of interest in determining to which entity a particular

business opportunity should be presented.

None of our directors or officers is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

In the course of their other business activities, our directors and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

For a complete description of our management’s other affiliations, see “Item 10.

Directors, Executive Officers and Corporate Governance.”

● Our initial shareholders, directors and officers have agreed

to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the consummation

of our initial business combination.

Additionally, our initial shareholders have agreed to waive their redemption rights with respect

to their founder shares if we fail to consummate our initial business combination by December 11, 2026.

However, if our initial shareholders

(or any of our directors, officers or affiliates) acquire public shares, they will be entitled to liquidating distributions from the

Trust Account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time

If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the Private

Placement Units held in the Trust Account will be used to fund the redemption of our public shares, and the Private Placement Units will

expire worthless.

With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial

shareholders until the earlier of:

Our initial shareholders, directors and officers have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the consummation of our initial business combination.

Additionally, our initial shareholders have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination by December 11, 2026.

However, if our initial shareholders (or any of our directors, officers or affiliates) acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time frame.

If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of our public shares, and the Private Placement Units will expire worthless.

With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial shareholders until the earlier of:

(1) one year after the completion of our initial business combination;

and (2) subsequent to our initial

business combination (x) if the last reported sale price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted

for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days

within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete

a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having

the right to exchange their ordinary shares for cash, securities or other property.

With certain limited exceptions, the Private Placement

Units and the ordinary shares underlying such units, will not be transferable, assignable or salable by our Sponsor until 30 days after

the completion of our initial business combination.

Since our Sponsor and directors and officers may directly or indirectly own ordinary

shares and units and will directly or indirectly own founder shares following our IPO, our directors and officers may have a conflict

of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business

● Our directors and officers may negotiate employment or consulting

agreements with a target business in connection with a particular business combination.

These agreements may provide for them to receive

compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining

whether to proceed with a particular business combination.

● Our directors and officers may have a conflict of interest with

respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included

by a target business as a condition to any agreement with respect to our initial business combination.

● Our Sponsor and members of our management team directly and/or

indirectly own our securities and accordingly, they may have a conflict of interest in determining whether a particular target business

is an appropriate business with which to effectuate our initial business combination.

Our Sponsor has invested in us an aggregate of

$4,975,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.004 per share) and the $4,950,000 purchase

price for the Private Placement Units.

Accordingly, our management team, which owns interests in our Sponsor, may be more willing to

pursue a business combination with a riskier or less-established target business than would be the case if our Sponsor had paid the same

per share price for the founder shares as our public shareholders paid for their public shares.

● Certain members of our management team will receive compensation

upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a

particular target business is an appropriate business with which to effectuate our initial business combination as such compensation

will not be received unless we consummate such business combination.

● In the event our Sponsor or members of our management team provide

loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such

persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to

effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate

such business combination.

● Similarly, if we agree to pay our Sponsor or a member of our

management team a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial

business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate

business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business

and (2) subsequent to our initial business combination (x) if the last reported sale price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

With certain limited exceptions, the Private Placement Units and the ordinary shares underlying such units, will not be transferable, assignable or salable by our Sponsor until 30 days after the completion of our initial business combination.

Since our Sponsor and directors and officers may directly or indirectly own ordinary shares and units and will directly or indirectly own founder shares following our IPO, our directors and officers may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Our directors and officers may negotiate employment or consulting agreements with a target business in connection with a particular business combination.

These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.

Our directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination.

Our Sponsor and members of our management team directly and/or indirectly own our securities and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Our Sponsor has invested in us an aggregate of $4,975,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.004 per share) and the $4,950,000 purchase price for the Private Placement Units.

Accordingly, our management team, which owns interests in our Sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our Sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares.

Certain members of our management team will receive compensation upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination.

In the event our Sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

Similarly, if we agree to pay our Sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination.

The conflicts described above

14 unchanged sentences

We have not asked our Sponsor to reserve for such obligations.

executive offices are located at 2655 Northwinds Parkway, Alpharetta, GA 30009, and our telephone number is (770) 643-5605 .

We pay $10,000 per month to an affiliate of the Sponsor for office space, administrative

and support services .

We consider our current office space adequate for our current operations.

currently have two officers and do not intend to have any full-time employees prior to the completion of our initial business combination.

Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote

as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time

that any such person will devote in any time period will vary based on whether a target business has been selected for our initial business

combination and the current stage of the business combination process .

Our executive offices are

located at 2655 Northwinds Parkway, Alpharetta, GA 30009, and our telephone number is (770) 643-5605.

We pay $10,000 per month

to an affiliate of the Sponsor for office space, administrative and support services.

We consider our current office space adequate for

our current operations.

We currently have two officers

and do not intend to have any full-time employees prior to the completion of our initial business combination.

Members of our management

team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they

deem necessary to our affairs until we have completed our initial business combination.

The amount of time that any such person will devote

in any time period will vary based on whether a target business has been selected for our initial business combination and the current

stage of the business combination process.

Risk Factors.

2 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-K

Item 1. Business