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The following discussion and analysis of the Company’s
−Removed: financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes
−Removed: thereto contained elsewhere in this Quarterly Report.
+Added: financial condition and results of operations should be read in conjunction with the audited financial statements as of December 31, 202 5
+Added: filed with the SEC on February 12, 2026 .
Certain information contained in the discussion and analysis set forth below includes
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could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors
−Removed: section of the Company’s Form S-1 declared effective with the SEC on September 30, 2025.
−Removed: The Company’s securities filings
−Removed: can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.
−Removed: Except as expressly required by applicable securities
−Removed: law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new
−Removed: information, future events or otherwise.
+Added: section of the Company’s Form S-1 declared effective with the SEC on March 31, 2026.
+Added: The Company’s securities filings can
+Added: be accessed on the EDGAR section of the SEC’s website at www.sec.gov.
+Added: Except as expressly required by applicable securities law,
+Added: the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information,
+Added: future events or otherwise.
Company is a blank check company formed under the laws of the Cayman Islands on June 24, 2025 for the purpose of effecting a merger,
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with our initial Business Combination, our shares, debt or a combination of cash, stock and debt.
+Added: February 17, 2026, the Company received a letter of resignation (the “Resignation Letter”) from Ms.
+Added: Mei Chi Tsai.
+Added: to the Resignation Letter, Ms.
+Added: Tsai resigned from her position as a member of the board of directors of the Company (the “Board”)
+Added: and from all the committees on which she served, effective February 17, 2026.
+Added: February 25, 2026, the Board appointed Ms.
+Added: Yajuan Ding to serve as a director of the Company commencing on the same day.
+Added: The Board determined
+Added: Ding qualifies as an “independent director” under the Nasdaq Stock Market Listing Rules.
+Added: April 23, 2026, the Company, Kukugan Invest, a Cayman Islands exempted company (“Parent”), and CADV Ventures S.A., a Polish
+Added: company and wholly-owned subsidiary of Parent (“CADV.AI”) entered into a Business Combination Agreement, pursuant to which
+Added: Parent will merge with and into the Company, with the Company continuing as the surviving company, and as a result of which, CADV.AI
+Added: will become a wholly-owned subsidiary of the Company.
+Added: Upon the closing of the transactions contemplated by the Business Combination Agreement,
+Added: the combined company will be renamed Kukugan Corp.
+Added: The Business Combination Agreement and related agreements are further described in
+Added: the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2026.
+Added: Other than as specifically discussed, this report
+Added: does not assume the closing of the transactions contemplated by the Business Combination Agreement.
expect to continue to incur significant costs in the pursuit of our initial business combination plans.
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have neither engaged in any operations nor generated any revenues to date.
−Removed: Our only activities from inception to September 30, 2025 were
+Added: Our only activities from inception to March 31, 2026 were
organizational activities and those necessary to prepare for the Company’s IPO.
−Removed: We do not expect to generate any operating revenues
−Removed: until after the completion of our initial business combination.
−Removed: We expect to continue to generate non-operating income in the form of
−Removed: interest income on cash and marketable securities held after the Initial Public Offering.
−Removed: We expect that we will incur increased expenses
−Removed: as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence
−Removed: expenses in connection with completing a business combination.
−Removed: the three months ended September 30, 2025, we had a net loss of $19,000, which was operating costs.
−Removed: the period from June 24, 2025 (inception) through September 30, 2025, we had a net loss of $44,128, which was formation and operating
+Added: Since the IPO, the Company’s activity has
+Added: been limited to the costs in pursuit of the consummation of an initial business combination.
+Added: We do not expect to generate any operating
+Added: revenues until after the completion of our initial business combination.
+Added: We expect to continue to generate non-operating income in the
+Added: form of interest income on cash and marketable securities held after the IPO.
+Added: We expect that we will incur increased
+Added: expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due
+Added: diligence expenses in connection with completing a business combination.
+Added: the three months ended March 31, 2026, we had a net income of $462,457, which comprised of operating costs of 149,745 and interest income
+Added: on trust account $612,202.
and Capital Resources
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Trust Account are unavailable to fund operating expenses.
−Removed: of September 30, 2025, we had $0 in cash on our balance sheet and a working capital deficit of $288,850.
−Removed: The Company’s liquidity
−Removed: needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the founder shares and
−Removed: the loan under an unsecured promissory note from the Sponsor of $350,000.
+Added: of March 31, 2026, we had $476,842 in cash on our balance sheet and a working capital of $551,513.
+Added: The Company’s liquidity needs
+Added: prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the founder shares and the
+Added: loan under an unsecured promissory note from the Sponsor of $350,000.
order to meet our working capital needs following the consummation of the IPO until the completion of an initial business combination,
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the actual results could materially differ from those estimates.
−Removed: As of September 30, 2025, we did not have any critical accounting estimates
+Added: As of March 31, 2026, we did not have any critical accounting estimates
to be disclosed.
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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.