What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2026-08-07 compared with 2026-05-11 · 23 added, 23 removed, 16 unchanged (74% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS

The following information

5 unchanged sentences

IPO of 5,000,000 Units.

Each Unit consists of one Class A ordinary share, no par value, and one right to receive one-eighth (1/8) of one

Class A ordinary share upon the consummation of an initial business combination.

The Units were sold at an offering price of $10.00 per

Unit, generating gross proceeds of $50,000,000.

Pursuant to that certain underwriting agreement, dated January 29, 2026, we granted Kingswood

Capital Partners, LLC, the representative of the underwriters, a 45-day option to purchase up to an additional 750,000 Units solely to

cover over-allotments, if any, or the Over-Allotment Option.

Simultaneously with the consummation of the IPO, the underwriters exercised

the Over-Allotment Option in full, generating total proceeds of $7,500,000.

Simultaneously with the closing

of the IPO on February 2, 2026, we consummated the Private Placement with Wealth Path Holdings Limited, or the Sponsor, of 186,250 Private

Units, generating total proceeds of $1,862,500.

Each Unit consists of one Class A ordinary share, no par value, and one right to receive one-eighth (1/8) of

one Class A ordinary share upon the consummation of an initial business combination.

The Units were sold at an offering price of $10.00

per Unit, generating gross proceeds of $50,000,000.

Pursuant to that certain underwriting agreement, dated January 29, 2026, we granted

Kingswood Capital Partners, LLC, the representative of the underwriters, a 45-day option to purchase up to an additional 750,000 Units

solely to cover over-allotments, if any, or the Over-Allotment Option.

Simultaneously with the consummation of the IPO, the underwriters

exercised the Over-Allotment Option in full, generating total proceeds of $7,500,000.

Simultaneously with the

closing of the IPO on February 2, 2026, we consummated the Private Placement with Wealth Path Holdings Limited, or the Sponsor, of 186,250

Private Units, generating total proceeds of $1,862,500.

The Private Units are identical to the Units sold in the IPO.

Additionally, the Sponsor

agreed not to transfer, assign, or sell any of the Private Units or underlying securities (except in limited circumstances, as described

in the Registration Statement) until 30 days after the completion of our initial business combination or earlier if, subsequent to our

initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results

in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

The Sponsor was

granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.

Additionally, the

Sponsor agreed not to transfer, assign, or sell any of the Private Units or underlying securities (except in limited circumstances, as

described in the Registration Statement) until 30 days after the completion of our initial business combination or earlier if, subsequent

to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which

results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

was granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.

On February 2, 2026, a total

of $57,500,000 of the net proceeds from the sale of the Units in the IPO and the Private Placement were deposited in a trust account established

for the benefit of the Company’s public shareholders at Citibank, N.A.

maintained by Equiniti Trust Company, LLC, acting as trustee.

of $57,500,000 of the net proceeds from the sale of the Units in the IPO and the Private Placement were deposited in a trust account

established for the benefit of the Company’s public shareholders at Citibank, N.A.

maintained by Equiniti Trust Company, LLC, acting

We paid a total of $862,500

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities