−Removed: Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
+Added: Market for Registrant’s Common
+Added: Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
Our Public Units, Public Shares
−Removed: and Public Warrants are each traded on the Global Market tier of Nasdaq under the symbols “ NTWOU”,
−Removed: “NTWO” and “NTWOW” , respectively.
−Removed: Our Public Units commenced public trading on November
−Removed: 1, 2024 , and our Public Shares and Public Warrants commenced separate public trading on December
−Removed: On March 31, 2025, there were
−Removed: three holders of record of our Units, two holders of record of our Class A Ordinary Shares and one holder of record of our Warrants.
+Added: and Public Warrants are each traded on the Global Market tier of Nasdaq under the symbols “NTWOU”, “NTWO” and
+Added: “NTWOW”, respectively.
+Added: Our Public Units commenced public trading on November 1, 2024, and our Public Shares and Public Warrants
+Added: commenced separate public trading on December 27, 2024.
+Added: On March 6, 2026, there
+Added: were three holders of record of our Units, two holders of record of our Class A Ordinary Shares, one holder of record of our Class B Ordinary
+Added: Shares, and one holder of record of our Warrants.
(c) Dividends
10 unchanged sentences
we may agree to in connection therewith.
−Removed: Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: Performance Graph
+Added: (d) Securities
+Added: Authorized for Issuance Under Equity Compensation Plans
+Added: (e) Performance
As a smaller reporting company,
we are not required to provide the information required by Regulation S-K Item 201(e).
−Removed: Recent Sales of Unregistered Securities
−Removed: Simultaneously
−Removed: with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement ,
−Removed: we completed the private placement of an aggregate of 648,375 Private Placement Units to the Sponsor and BTIG, the underwriter of the
−Removed: Initial Public Offing, at $10.00 per Private Placement Unit.
−Removed: Each Private Placement Unit consists of one Private Placement Share
−Removed: and one-half of one Private Placement Warrant, with each whole Private Placement Warrant exercisable to purchase one Class A Ordinary
−Removed: Of those 648,375 Private Placement Units, the Sponsor purchased 484,500 Private Placement Units and BTIG purchased $163,875 Private
−Removed: Placement Units.
−Removed: The Private Placement Warrants are identical to the Public Warrants, except as otherwise disclosed in the IPO Registration
−Removed: No underwriting discounts or commissions were paid with respect to such sale.
−Removed: The issuance of the Private Placement Units was
−Removed: made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
−Removed: Use of Proceeds from the Initial Public Offering
+Added: Sales of Unregistered Securities
+Added: There were no sales of unregistered
+Added: securities during the fiscal year covered by this Report.
+Added: However, simultaneously with the closing of the Initial Public Offering and
+Added: pursuant to the Private Placement Units Purchase Agreements, we completed the sale of an aggregate of 648,375 Private Placement Units
+Added: to the Sponsor and BTIG in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to
+Added: us of $6,483,750.
+Added: Of those 648,375 Private Placement Units, the Sponsor purchased 484,500 Private Placement Units and BTIG purchased
+Added: 163,875 Private Placement Units.
+Added: The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying
+Added: securities), except as otherwise disclosed in the IPO Registration Statement.
+Added: No underwriting discounts or commissions were paid with
+Added: respect to such sale.
+Added: The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section
+Added: 4(a)(2) of the Securities Act.
+Added: There were no offerings of
+Added: registered securities and therefore no planned use of proceeds from such offerings during the fiscal year covered by this Report.
a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our Quarterly
3 unchanged sentences
The specific investments in our Trust Account may change from time to tim e.
−Removed: Purchases of Equity Securities by the Issuer and Affiliated Purchasers
−Removed: were no such repurchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report.
+Added: To mitigate the risk that
+Added: we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold
+Added: investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related
+Added: to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account
+Added: and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
+Added: (h) Purchases
+Added: of Equity Securities by the Issuer and Affiliated Purchasers
+Added: There were no purchases of
+Added: our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report.
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.