What changed in this filing

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Item 1A. Risk Factors

2025-08-14 compared with 2025-05-15 · 45 added, 67 removed, 4 unchanged (97% of the section changed)

3 unchanged sentences

than as set forth below, see the section titled “Risk Factors” contained in the Registration Statement on Form S-1 initially

filed with the SEC on October 31, 2024, as amended, and declared effective on February 4, 2025 (File No.

Any of these factors

could result in a significant or material adverse effect on our results of operations or financial condition.

Additional risks could arise

that may also affect our business or ability to consummate an initial Business Combination.

We may disclose changes to such risk factors

or disclose additional risk factors from time to time in our future filings with the SEC.

Changes in international trade policies,

tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination

target or the performance or business prospects of a post-Business Combination company.

There have recently been significant

changes to international trade policies and tariffs affecting imports and exports.

Any significant increases in tariffs on goods or materials

or other changes in trade policy could negatively affect our search for a target and/or our ability to complete our initial Business Combination.

Recently, the U.S.

has implemented

a range of new tariffs and increases to existing tariffs.

In response to the “tariffs announced by the U.S., other countries

have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States.

There is currently significant uncertainty about the future relationship between the United States and other countries with respect to

trade policies, taxes, government regulations and tariffs.

and we cannot predict whether, and to what extent, current tariffs will

continue or trade policies will change in the future.

Tariffs, or the threat of

tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’

reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United

In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the

United States, and domestic businesses that rely on exporting goods internationally.

These tariffs and threats of tariffs and other

potential trade policy changes could negatively affect the attractiveness of certain initial Business Combination targets, or lead to

material adverse effects on a post-Business Combination company.

Among other things, historical financial performance of companies affected

by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial

performance of those companies may be materially affected by new U.S.

tariffs or foreign retaliatory tariffs, or other changes to trade

The business prospects of a particular target for a Business Combination could change even after we enter into a Business Combination

agreement, as a result of tariffs or the threat of tariffs that may have a material impact on that target’s business, and it may be costly

or impractical for us to terminate that Business Combination agreement.

These factors could affect our selection of a Business Combination

We may not be able to adequately

address the risks presented by these tariffs or other potential trade policy changes.

As a result, we may deem it costly, impractical

or risky to complete an initial Business Combination with a particular target or with a target in a particular industry or from a particular

Consequently, the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target

and to complete an initial Business Combination.

If we complete an initial Business Combination with such a target, the post-Business

Combination company’s operations and financial results could be adversely affected as a result of tariffs or changes to trade

policies, which may cause the market value of the securities of the post-Business Combination company to decline.

Certain agreements related to the

Initial Public Offering may be amended, or their provisions waived, without shareholder approval.

Certain of the agreements

related to the Initial Public Offering to which we are a party may be amended, or their provisions waived, without shareholder approval.

These agreements contain various provisions that our public shareholders might deem to be material.

For example, the letter agreement

contain certain lock-up provisions with respect to the founder shares and other securities held by our Sponsor, officers and directors,

subject to certain exceptions.

Amendments or waivers to such agreements would require the consent of the applicable parties thereto and,

in certain cases, the consent of the underwriters of the Initial Public Offering.

Any such modification, such as an amendment to shorten

lock-up restrictions, may benefit our Sponsor, officers and/or directors.

Any such amendments that would not require approval from our

shareholders, may result in the completion of our initial Business Combination that may not otherwise have been possible, and may have

an adverse effect on the value of an investment in our securities.

For example, although we would not amend lock-up provisions to permit

securities held by the Sponsor to be freely sold prior to our initial Business Combination, we may amend such provisions to permit them

to be freely sold after the Business Combination earlier than they would otherwise be permitted, which may have an adverse effect on the

price of our securities.

filed with the SEC on October 31, 2024, as amended (the “IPO Registration Statement”), and declared effective on February

4, 2025 (File No.

333-282929) and Quarterly Report on Form 10Q for the quarterly period ended March 31, 2025 as filed with the SEC on

May 15, 2025.

Any of these factors could result in a significant or material adverse effect on our results of operations or financial

Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination.

may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

We may seek to extend the Completion Window,

which could reduce the amount held in our Trust Account and have adverse effects on our Company.

If we are unable to consummate our initial Business

Combination on or before the end of Completion Window, we may seek shareholder approval to extend the Completion Window by amending our

amended and restated memorandum and articles of association.

In such event, our public shareholders will be provided the opportunity to

have all or a portion of their public shares redeemed.

Any redemptions will reduce the amount held in our Trust Account, the effect of

which may adversely affect our ability to consummate our initial Business Combination and may also impair our ability to maintain our

Nasdaq listing.

The share price of the post-Business Combination

company may be less than the Redemption Price (as defined below) of our public shares.

Each public unit sold in our Initial Public Offering

at an offering price of $10.00 per public unit consisted of one public share and one public right.

Of the proceeds we received from the

Initial Public Offering and the Private Placement, $288,9371,500 was placed in our Trust Account.

We will provide our public shareholders

the opportunity to redeem all or a portion of their public shares in connection with the completion of our initial Business Combination,

and potentially upon the occurrence of certain other events prior to our initial Business Combination.

We expect that the pro rata redemption

price in any redemption will be approximately $10.22 per public share as of June 30, 2025 (before taxes payable, if any, and such amount,

the “Redemption Price”), representing a pro rata portion of our Trust Account without taking into account any interest or

other income earned on such funds (less any withdrawals from such interest or income for taxes paid), although the Redemption Price may

be less in certain circumstances.

As a result, public shareholders who own our public shares on a redemption date can anticipate receiving

the Redemption Price in connection with a redemption for each public share that they choose to redeem.

There can be no assurance that, after our initial

Business Combination, our public shareholders would be able to sell their shares in the post-Business Combination company for the Redemption

Price, or any higher price.

We have not, as yet, identified a target and are therefore unable to provide any assurances as to its financial

condition, business prospects or potential risks.

It is therefore possible that the share price of the post-Business Combination company

may decline below the Redemption Price.

In recent years, the share prices of many post-Business Combination companies have fallen

following a Business Combination.

As a result, if our Public Shareholders continue to hold shares in the post-Business Combination company

following our initial Business Combination, we cannot assure our shareholders that the trading price of such shares will be greater than

the Redemption Price.

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 1A. Risk Factors