2 unchanged sentences
BALANCE SHEETS
−Removed: April 30,2026
+Added: July 31, 2026
January 31, 2026
Current Assets
+Added: Prepaid expenses
Total Current Assets
Deferred offering costs
−Removed: Liabilities and Shareholders’ Deficit
+Added: Investments held in Trust Account
+Added: $ 107,005,028
+Added: Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current Liabilities
−Removed: A ccrued expenses
+Added: Accounts payable and accrued expenses
Due to related party
1 unchanged sentence
Total Current Liabilities
+Added: Deferred underwriting fee payable
+Added: Total Liabilities
Commitments and Contingencies – see Note 6
−Removed: Shareholders’ Deficit
−Removed: Ordinary shares, $ 0.0001 par value;
+Added: Ordinary shares, $ 0.0001
+Added: par value, 500,000,000
shares authorized, 10,500,000
−Removed: 2,875,000 shares issued and outstanding (1)
+Added: shares at redemption value of $ 10.13
+Added: per share as of July 31, 2026 and 0
+Added: shares subject to possible redemption as of January 31, 2026
+Added: Shareholders’ Deficit
+Added: Ordinary shares, $ 0.0001 par
+Added: 500,000,000 shares
+Added: 3,001,250 (1)(2) shares
+Added: and 2,875,000 (1)
+Added: shares issued and outstanding as of July 31, 2026 and January 31, 2026, respectively (excluding 10,500,000 and 0 shares
+Added: subject to possible redemption as of July 31, 2026 and January 31, 2026, respectively)
Additional paid-in capital
Accumulated deficit
+Added: ( 3,096,995 )
Total Shareholders’ Deficit
−Removed: Total Liabilities and Shareholders’ Deficit
−Removed: shares have been retroactively restated to reflect the issuance of an additional 1,150,000 founder shares to the sponsors for no
−Removed: consideration on February 20, 2026, including an aggregate of up to 375,000 shares of ordinary shares subject to forfeiture if the
−Removed: over-allotment option is not exercised in full or in part by the underwriters (see Note 5).
−Removed: a result of the partial exercise of the underwriters’ over-allotment option which was closed on May 27, 2026, 125,000 shares
−Removed: of the total 375,000 ordinary shares were no longer subject to forfeiture.
+Added: ( 3,096,695 )
+Added: Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
+Added: $ 107,005,028
+Added: Ordinary shares have been retroactively restated to reflect the issuance
+Added: of an additional 1,150,000 Founder Shares to the Sponsor for no consideration on February 20, 2026, resulting in an aggregate of 2,875,000
+Added: Founder Shares held by the Sponsor (of which 1,725,000 Founder Shares were originally issued on September 29, 2025 for an aggregate purchase
+Added: price of $ 25,000 ), including an aggregate of up to 375,000 Founder Shares that were subject to forfeiture to the extent the underwriters’
+Added: Over-Allotment Option was not exercised in full or in part (see Note 5).
+Added: As a result of the partial exercise of the underwriters’ over-allotment
+Added: option to purchase 500,000 Units, which closed on May 27, 2026, 125,000 of the 375,000 Founder Shares were no longer subject to forfeiture.
+Added: The remaining 250,000 Founder Shares were forfeited for no consideration upon expiration of the unexercised portion of the over-allotment
+Added: option in June 2026.
accompanying notes are an integral part of these unaudited condensed financial statements.
AI ACQUISITION CORPORATION
−Removed: CONDENSED STATEMENT OF OPERATIONS
−Removed: April 30, 2026
−Removed: Formation and operating costs
+Added: CONDENSED STATEMENTS OF OPERATIONS
+Added: Three Months Ended
+Added: July 31, 2026
+Added: Six Months Ended
+Added: July 31, 2026
+Added: General and administrative expenses
Loss from operations
−Removed: Basic and diluted weighted average shares outstanding (1)
−Removed: Basic and diluted net loss per share
−Removed: an aggregate of up to 375,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part
−Removed: by the underwriter (see Note 5).
−Removed: Ordinary shares have been retroactively restated to reflect the issuance of an additional 1,150,000
−Removed: founder shares to the sponsors for no consideration in February 2026, including an aggregate of up to 375,000 ordinary shares subject
−Removed: to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).
−Removed: a result of the partial exercise of the underwriters’ over-allotment option which was closed on May 27, 2026, 125,000 shares of
−Removed: the total 375,000 ordinary shares were no longer subject to forfeiture.
+Added: $ ( 173,023 )
+Added: Interest earned on investments held in Trust Account
+Added: Total other income
+Added: Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption
+Added: Basic and diluted net income per share, ordinary shares subject to possible redemption
+Added: and diluted weighted average shares outstanding, non-redeemable ordinary shares (1)(2)
+Added: Basic and diluted net income per share, non-redeemable ordinary shares
+Added: Ordinary shares have been retroactively restated to reflect the issuance
+Added: of an additional 1,150,000 Founder Shares to the Sponsor for no consideration on February 20, 2026, resulting in an aggregate of 2,875,000
+Added: Founder Shares held by the Sponsor (of which 1,725,000 Founder Shares were originally issued on September 29, 2025 for an aggregate purchase
+Added: price of $ 25,000 ), including an aggregate of up to 375,000 Founder Shares that were subject to forfeiture to the extent the underwriters’
+Added: Over-Allotment Option was not exercised in full or in part (see Note 5).
+Added: As a result of the partial exercise of the underwriters’ over-allotment
+Added: option to purchase 500,000 Units, which closed on May 27, 2026, 125,000 of the 375,000 Founder Shares were no longer subject to forfeiture,
+Added: and the remaining 250,000 Founder Shares were forfeited for no consideration upon expiration of the unexercised portion of the over-allotment
+Added: option in June 2026.
+Added: The weighted average number of Founder Shares used in computing net income per share excludes all 375,000 shares
+Added: initially subject to forfeiture from the date of original issuance, with the release of 125,000 shares from forfeiture reflected prospectively
+Added: from May 27, 2026, the date on which the contingency related to those shares was resolved.
accompanying notes are an integral part of these unaudited condensed financial statements.
AI ACQUISITION CORPORATION
−Removed: CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT
−Removed: THE THREE MONTHS ENDED APRIL 30, 2026
+Added: CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
+Added: THE THREE AND SIX MONTHS ENDED JULY 31, 2026
Ordinary Shares
2 unchanged sentences
Balance– April 30, 2026
−Removed: shares have been retroactively restated to reflect the issuance of an additional 1,150,000 founder shares to the sponsors for no
−Removed: consideration on February 20, 2026, including an aggregate of up to 375,000 shares of ordinary shares subject to forfeiture if the
−Removed: over-allotment option is not exercised in full or in part by the underwriters (see Note 5).
−Removed: As a result of the partial exercise of
−Removed: the underwriters’ over-allotment option which was closed on May 27, 2026, 125,000 shares of the total 375,000 ordinary shares
−Removed: were no longer subject to forfeiture.
+Added: Forfeiture of founder shares (2)
+Added: Issuance of Private Units
+Added: Issuance of Representative Shares
+Added: Reversal of over-allotment option
+Added: Issuance of Public Rights, net of issuance costs
+Added: Accretion of carrying value to redemption value
+Added: ( 9,325,958 )
+Added: ( 9,325,958 )
+Added: Remeasurement of carrying value to redemption value (trust interest)
+Added: Accretion of additional paid-in capital to accumulated deficit
+Added: ( 3,717,177 )
+Added: Net income (loss)
+Added: Balance–July 31, 2026
+Added: $ ( 3,096,995 )
+Added: $ ( 3,096,695 )
+Added: Ordinary shares have been retroactively restated to reflect the issuance
+Added: of an additional 1,150,000 Founder Shares to the Sponsor for no consideration on February 20, 2026, resulting in an aggregate of 2,875,000
+Added: Founder Shares held by the Sponsor (of which 1,725,000 Founder Shares were originally issued on September 29, 2025 for an aggregate purchase
+Added: price of $ 25,000 ), including an aggregate of up to 375,000 Founder Shares that were subject to forfeiture to the extent the underwriters’
+Added: Over-Allotment Option was not exercised in full or in part (see Note 5).
+Added: As a result of the partial exercise of the underwriters’ over-allotment
+Added: option to purchase 500,000 Units, which closed on May 27, 2026, 125,000 of the 375,000 Founder Shares were no longer subject to forfeiture.
+Added: The remaining 250,000 Founder Shares were forfeited for no consideration upon expiration of the unexercised portion of the over-allotment
+Added: option in June 2026.
accompanying notes are an integral part of these unaudited condensed financial statements.
1 unchanged sentence
CONDENSED STATEMENT OF CASH FLOWS
−Removed: April 30, 2026
+Added: Six Months Ended
+Added: July 31, 2026
Cash Flows from Operating Activities:
+Added: Adjustments to reconcile net income to net cash used in operating activities:
+Added: Interest earned on investments held in Trust Account
Changes in operating assets and liabilities:
−Removed: Accrued expenses
+Added: Prepaid expenses
+Added: Accounts payable and accrued expenses
+Added: Due to related party for administrative service fee
Net cash used in operating activities
+Added: Cash Flows from Investing Activities:
+Added: Cash held in Trust Account
+Added: ( 105,525,000 )
+Added: Net cash used in investing activities
+Added: ( 105,525,000 )
Cash Flows from Financing Activities:
−Removed: Advances from related party
+Added: Proceeds from sale of Public Units
+Added: Proceeds from sale of Private Units
+Added: Repayment of promissory note – related party
+Added: Repayment of related party advance
+Added: Payment of underwriter fees
+Added: Payment of offering costs
Net cash provided by financing activities
−Removed: Net change in cash
+Added: Net Changes in Cash
Cash - Beginning of period
−Removed: Cash, End of the period
−Removed: Supplemental Disclosures of Noncash Financing Activities
−Removed: offering costs paid by related party
+Added: Cash - End of period
+Added: Supplemental Disclosure of Non-cash Financing Activities:
+Added: Remeasurement of carrying value to redemption value
+Added: Accretion of carrying value to redemption value of redeemable ordinary shares
+Added: Fair value of Representative Shares included in deferred offering costs
accompanying notes are an integral part of the unaudited condensed financial statements.
9 unchanged sentences
stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
−Removed: of April 30, 2026, the Company had not commenced any operations.
−Removed: All activities through April 30, 2026 are related to the Company’s
+Added: of July 31, 2026, the Company had not commenced any operations.
+Added: All activities through July 31, 2026 are related to the Company’s
organizational activities as well as activities related to completing the initial public offering (“IPO”), which are described
−Removed: The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.
−Removed: Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO and sale of Private
−Removed: Units (as defined below).
−Removed: The Company has selected January 31 as its fiscal year end.
+Added: below, and subsequent to the IPO, identifying a target company for a Business Combination.
+Added: The Company will not generate any operating
+Added: revenues until after the completion of a Business Combination, at the earliest.
+Added: The Company will generate non-operating income in the
+Added: form of interest income from the proceeds derived from the IPO and sale of Private Units (as defined below).
+Added: The Company has selected
+Added: January 31 as its fiscal year end.
Company’s sponsor is JKapital Ltd.
16 unchanged sentences
at a price of $ 10.00 per Private Unit, generating gross proceeds of $ 47,500 .
−Removed: the underwriters’ partial exercise of the over-allotment option, transaction costs amounted to $ 5,000,995 , consisting of $ 472,500
−Removed: upfront underwriting commission paid in cash at the closing date of the IPO and the over-allotment option, $ 3,675,000 deferred underwriting
−Removed: commission (representing 3.5% of the gross proceeds payable from the Trust Account upon the closing of the initial Business Combination),
−Removed: and $ 853,495 of legal and other offering costs.
−Removed: On the IPO date, $ 718,100 in cash was held outside the Trust Account and is available
−Removed: for working capital purposes.
+Added: the underwriters’ partial exercise of the over-allotment option, transaction costs amounted to $ 5,000,995 ,
+Added: consisting of $ 472,500 upfront
+Added: underwriting commission paid in cash at the closing date of the IPO and the over-allotment option, $ 3,675,000
+Added: deferred underwriting commission (representing 3.5% of the proceeds remaining in the Trust Account immediately prior to the closing of the initial Business Combination, assuming no redemptions of Public Shares), and $ 853,495
+Added: of legal and other offering costs.
Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale
8 unchanged sentences
assurance that the Company will be able to complete a Business Combination successfully.
−Removed: total of $ 105,525,000 ($ 10.05 per Unit) of the net proceeds from the sales of Units in the IPO, the Option Units and the Private Placements
−Removed: Units on May 11, 2026 and May 27, 2026, were placed in a trust account (the “Trust Account”).
−Removed: The funds held in the trust
−Removed: account will be invested only in U.S.
−Removed: government treasury bills with a maturity of 185 days or less, or in money market funds meeting
−Removed: the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which invest solely in direct U.S.
+Added: total of $ 105,525,000
+Added: per Unit) of the net proceeds from the sales of Units in the IPO, the Option Units and the Private Placements Units on May 11, 2026
+Added: and May 27, 2026, were placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee
+Added: (the “Trust Account”).
+Added: The funds held in the Trust Account will be invested only in U.S.
+Added: government treasury bills with
+Added: a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the
+Added: Investment Company Act which invest solely in direct U.S.
government treasury.
−Removed: Except with respect to dividend and/or interest earned on the funds held in the Trust Account that may be released to the Company to
−Removed: pay the Company’s tax obligation, if any, the proceeds from the IPO and the sale of the Private Units that are deposited and held
−Removed: in the Trust Account will not be released from the Trust Account until the earliest to occur of (i) the completion of the Company’s
−Removed: initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend
−Removed: the Company’s post-offering memorandum and articles of association to (A) modify the substance or timing of obligation to redeem
−Removed: 100% of the public shares if the Company does not complete the Company’s initial Business Combination within 12 months from the
−Removed: closing date of this offering (or 15 months in the event that a definitive business combination agreement has been publicly announced
−Removed: within such 12-month period) (the “Completion Window”, subject to shareholder approval, there are no limitations as to the
−Removed: duration of an extension or the number of times the Completion Window may be extended by shareholders via an amendment to the Company’s
−Removed: post-offering memorandum and articles of association), or (B) with respect to any other provision relating to shareholders’ rights
−Removed: or pre-business combination activity, and (iii) the redemption of all of our public shares if the company is unable to complete their
−Removed: initial business combination within 12 months from the closing date of this offering (or 15 months in the event that a definitive business
−Removed: combination agreement has been publicly announced within such 12-month period) (unless such Completion Window is extended by shareholders
−Removed: via an amendment to the Company’s post-offering memorandum and articles of association), subject to applicable law.
−Removed: circumstances will a public shareholder have any right or interest of any kind to or in the Trust Account.
−Removed: Company will provide its shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the
−Removed: Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means
−Removed: of a tender offer.
−Removed: If the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination.
−Removed: If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons,
−Removed: the Company will, pursuant to its post-offering memorandum and articles of association, conduct the redemptions pursuant to the tender
−Removed: offer rules of the U.S.
−Removed: Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to
−Removed: completing a Business Combination.
−Removed: If, however, shareholder approval of the transaction is required by law, or the Company decides to
−Removed: obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation
−Removed: pursuant to the proxy rules and not pursuant to the tender offer rules.
−Removed: Additionally, each public shareholder may elect to redeem their
−Removed: Public Shares irrespective of whether they vote for or against the proposed transaction.
+Added: Except with respect to dividend and/or interest
+Added: earned on the funds held in the Trust Account that may be released to the Company to pay the Company’s tax obligation, if any,
+Added: the proceeds from the IPO and the sale of the Private Units that are deposited and held in the Trust Account will not be released
+Added: from the Trust Account until the earliest to occur of (i) the completion of the Company’s initial Business Combination, (ii)
+Added: the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s
+Added: post-offering memorandum and articles of association to (A) modify the substance or timing of obligation to redeem 100% of the
+Added: public shares if the Company does not complete the Company’s initial Business Combination within 12 months from the closing
+Added: date of this offering (or 15 months in the event that a definitive business combination agreement has been publicly announced within
+Added: such 12-month period) (the “Completion Window”, subject to shareholder approval, there are no limitations as to the
+Added: duration of an extension or the number of times the Completion Window may be extended by shareholders via an amendment to the
+Added: Company’s post-offering memorandum and articles of association), or (B) with respect to any other provision relating to
+Added: shareholders’ rights or pre-business combination activity, and (iii) the redemption of all of our public shares if the company
+Added: is unable to complete their initial business combination within 12 months from the closing date of this offering (or 15 months in
+Added: the event that a definitive business combination agreement has been publicly announced within such 12-month period) (unless such
+Added: Completion Window is extended by shareholders via an amendment to the Company’s post-offering memorandum and articles of
+Added: association), subject to applicable law.
+Added: In no other circumstances will a public shareholder have any right or interest of any kind
+Added: to or in the Trust Account.
+Added: Company will provide its shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of
+Added: the Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by
+Added: means of a tender offer.
+Added: If the Company seeks shareholder approval, the Company will complete the Business Combination only if a
+Added: majority of the shares voted are voted in favor of the Business Combination.
+Added: If a shareholder vote is not required by law and the
+Added: Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its
+Added: post-offering memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S.
+Added: Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business
+Added: If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder
+Added: approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to
+Added: the proxy rules and not pursuant to the tender offer rules.
+Added: Additionally, each public shareholder may elect to redeem their Public
+Added: Shares irrespective of whether they vote for or against the proposed transaction.
If the Company seeks shareholder approval in
−Removed: connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold
−Removed: Founder Shares (as defined in Note 5) (the “Initial Shareholders”) and the underwriter has agreed (a) to vote its Founder
−Removed: Shares, Private Shares (as defined in Note 4), shares issued as underwriting commissions (see Note 6) and any Public Shares purchased
−Removed: during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares)
−Removed: in connection with a shareholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed
−Removed: Business Combination.
+Added: connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may
+Added: hold Founder Shares (as defined in Note 5) (the “Initial Shareholders”) and the underwriter has agreed (a) to vote its
+Added: Founder Shares, Private Shares (as defined in Note 4), shares issued as underwriting commissions (see Note 6) and any Public Shares
+Added: purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the
+Added: Founder Shares) in connection with a shareholder vote to approve, or sell the shares to the Company in any tender offer in
+Added: connection with, a proposed Business Combination.
Notwithstanding
3 unchanged sentences
Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its
−Removed: shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
+Added: shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.
Company will have 12 months from the closing date of IPO (or 15 months in the event that a definitive business combination agreement
20 unchanged sentences
respect to any other provision relating to the rights of holders of our ordinary shares and (iii) waive their rights to liquidating distributions
−Removed: from the Trust Account with respect to any founder shares they hold if the Company fail to consummate an initial business combination
+Added: from the Trust Account with respect to any founder shares they hold if the Company fails to consummate an initial business combination
within the Completion Window (although they will be entitled to liquidating distributions from the trust account with respect to any
−Removed: public shares they hold if the Company fail to complete its initial business combination within the prescribed time frame).
+Added: public shares they hold if the Company fails to complete its initial business combination within the prescribed time frame).
If the Company
−Removed: seeks shareholders’ approval, we will complete its initial business combination only if the Company obtain the approval of an ordinary
+Added: seeks shareholders’ approval, the Company will complete its initial business combination only if it obtains the approval of an ordinary
resolution under Cayman Islands law and the Company’s post-offering memorandum and articles of association.
In such case, the initial
−Removed: shareholder has agreed to vote on its founder shares and public shares in favor of initial business combination.
+Added: shareholder has agreed to vote its founder shares and public shares in favor of initial business combination.
order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent
13 unchanged sentences
Concern Consideration
−Removed: of April 30, 2026, the Company had $ 399,100 in cash and working capital deficit of $ 381,727 .
−Removed: The Company has incurred and expects to
−Removed: continue to incur significant costs in pursuit of the consummation of an initial Business Combination.
−Removed: In addition, the Company currently
−Removed: has until May 11, 2027 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association)
−Removed: to consummate the initial Business Combination.
−Removed: If the Company does not complete a Business Combination within the prescribed timeline,
−Removed: the Company will be required to cease all operations and proceed to wind up, dissolve and liquidate in accordance with its Amended and
−Removed: Restated Memorandum and Articles of Association and applicable Cayman Islands law.
−Removed: In connection with the Company’s assessment
−Removed: of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)
−Removed: 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined
−Removed: that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.
−Removed: There is no assurance that
−Removed: the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Completion Window.
−Removed: Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year
−Removed: from the date of the issuance of the financial statement.
−Removed: Therefore, management has determined that such additional conditions raise
−Removed: substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business
−Removed: Combination or the date the Company is required to liquidate.
−Removed: The financial statements do not include any adjustments that might result
−Removed: from the Company’s inability to continue as a going concern.
+Added: of July 31, 2026, the Company had $ 545,960 in cash
+Added: and working capital of $ 578,305 .
+Added: The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business
+Added: In addition, the Company currently has until May 11, 2027 (unless the Company extends such period by amending its
+Added: Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination.
+Added: If the Company does not
+Added: complete a Business Combination within the prescribed timeline, the Company will be required to cease all operations and proceed to
+Added: wind up, dissolve and liquidate in accordance with its Amended and Restated Memorandum and Articles of Association and applicable
+Added: Cayman Islands law.
+Added: In connection with the Company’s assessment of going concern considerations in accordance with Financial
+Added: Accounting Standard Board’s Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements -
+Added: Going Concern”, the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit
+Added: of its acquisition plans.
+Added: There is no assurance that the Company’s plans to raise capital or to consummate a Business
+Added: Combination will be successful within the Completion Window.
+Added: The Company lacks the financial resources it needs to sustain
+Added: operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial
+Added: Therefore, management has determined that such additional conditions raise substantial doubt about the Company’s
+Added: ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is
+Added: required to liquidate.
+Added: The unaudited condensed financial statements do not include any adjustments that might result from the
+Added: Company’s inability to continue as a going concern.
and Uncertainties
27 unchanged sentences
SEC on May 15, 2026.
−Removed: The interim results for the three months ended April 30, 2026 are not necessarily indicative of the results that
−Removed: may be expected through January 31, 2027 or for any future periods.
+Added: The interim results for the three and six months ended July 31, 2026 are not necessarily indicative of the results
+Added: that may be expected through January 31, 2027 or for any future periods.
Growth Company Status
30 unchanged sentences
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
−Removed: The Company had $ 399,100 and $ 100,000 in cash and none in cash equivalents as of April 30, 2026 and January 31, 2026, respectively.
+Added: The Company had $ 545,960 and $ 100,000 in cash and none in cash equivalents as of July 31, 2026 and January 31, 2026, respectively.
Concentrations
4 unchanged sentences
and management believes the Company is not exposed to significant risks on such account.
+Added: Held in Trust Account
+Added: of July 31, 2026 and January 31, 2026, the Company had $ 106,372,992 and $ 0 , respectively, in investments held in the Trust Account comprised
+Added: of money market funds that invest in U.S.
+Added: government securities.
+Added: in money market funds are presented on the balance sheets at fair value at the end of each reporting period.
+Added: Earnings on investments
+Added: held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying statement of operations.
+Added: The estimated fair value of investments held in the Trust Account is determined using available market information.
Value of Financial Instruments
19 unchanged sentences
little or no market data exists for the assets or liabilities.
+Added: following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of July
+Added: 31, 2026 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
+Added: Schedule of Fair Value Assets Measured On Recurring Basis
+Added: July 31, 2026
+Added: Quoted Prices in
+Added: Active Markets
+Added: Significant Other
+Added: Observable Inputs
+Added: Significant Other
+Added: Unobservable Inputs
+Added: Investments held in Trust Account
+Added: $ 106,372,992
+Added: $ 106,372,992
Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials”
(“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”.
−Removed: As of April 30, 2026, deferred offering costs were $ 319,084 .
−Removed: Upon the completion of the IPO and the partial exercise
−Removed: of the over-allotment option in May 2026, total o ffering costs
−Removed: were $ 5,000,995 consisting of $ 472,500 upfront cash underwriting fee, $ 3,675,000 deferred underwriting fee and $ 853,495 of legal and
−Removed: other expenses that are directly related to the IPO and the underwriters’ partial exercise of the over-allotment option.
−Removed: costs were charged to shareholders’ equity upon the completion of the IPO and the partial exercise of the over-allotment option.
+Added: Upon the completion of
+Added: the IPO and the partial exercise of the over-allotment option in May 2026, total offering costs were $ 5,000,995
+Added: consisting of $ 472,500
+Added: upfront cash underwriting fee, $ 3,675,000
+Added: deferred underwriting fee and $ 853,495
+Added: of legal and other expenses that are directly related to the
+Added: IPO and the underwriters’ partial exercise of the over-allotment option.
+Added: These costs were charged to shareholders’ equity
+Added: upon the completion of the IPO and the partial exercise of the over-allotment option.
Shares Subject to Possible Redemption
17 unchanged sentences
immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting
−Removed: The Company has elected to recognize the changes immediately.
−Removed: Immediately upon the closing of the IPO, the Company recognized
−Removed: the accretion from initial book value to redemption value.
−Removed: The change in the carrying value of redeemable shares will result in charges
−Removed: against additional paid-in capital (to the extent available) and accumulated deficit.
+Added: Company has elected to recognize the changes immediately.
+Added: Immediately upon the closing of the IPO, the Company recognized the accretion
+Added: from initial book value to redemption value.
+Added: The change in the carrying value of redeemable shares will result in charges against additional
+Added: paid-in capital (to the extent available) and accumulated deficit.
+Added: Accordingly, as of July 31, 2026, ordinary shares subject to possible
+Added: redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s
+Added: balance sheet.
+Added: As of July 31, 2026, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following
+Added: Schedule of Ordinary Shares Subject to Redemption Reflected in the Balance Sheet are Reconciled
+Added: Gross proceeds from IPO
+Added: $ 105,000,000
+Added: Proceeds allocated to Public Rights, net of issuance costs
+Added: ( 3,799,962 )
+Added: Public shares issuance costs
+Added: ( 4,810,957 )
+Added: Offering costs allocated to permanent equity
+Added: Accretion of carrying value to redemption value
+Added: Subsequent remeasurement carrying value to redemption (Trust account interest)
+Added: Ordinary shares subject to possible redemption, July 31, 2026
+Added: $ 106,372,992
Company accounts for rights as either equity-classified or liability-classified instrument based on an assessment of the right’s
14 unchanged sentences
therefore, the rights are classified as equity.
−Removed: Loss Per Ordinary Share
−Removed: loss per ordinary share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during
−Removed: the period, excluding shares of ordinary shares subject to forfeiture.
−Removed: Weighted average shares were reduced for the effect of an aggregate
−Removed: of 375,000 shares of ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters
−Removed: (see Notes 5).
−Removed: As of April 30, 2026 and January 31, 2026, the Company did not have any dilutive securities and other contracts that could,
−Removed: potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company.
−Removed: As a result, diluted
−Removed: loss per ordinary share is the same as basic loss per ordinary share for the period presented.
+Added: As of July 31, 2026, there are 10,500,000 Public and 226,250 Private Rights issued and
+Added: Income Per Ordinary Share
+Added: Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” The Company has two
+Added: classes of shares, which are referred to as redeemable ordinary shares (the Public Shares) and non-redeemable ordinary shares (the Founder
+Added: Shares, the Private Placement Shares and the Representative Shares).
+Added: Net income per ordinary share is calculated using the two-class
+Added: method and is computed by dividing net income, allocated on a pro rata basis between the two classes based on the weighted average number
+Added: of shares of each class outstanding during the period, by the weighted average number of ordinary shares outstanding for each class.
+Added: The Company has elected to treat only the portion of the periodic adjustment to the carrying amount of the redeemable shares that reflects
+Added: a redemption in excess of fair value like a dividend.
+Added: As the redemption value of the redeemable shares approximates fair value, no such
+Added: adjustment was required and income or loss allocable to each class of ordinary shares has not been adjusted for the accretion of carrying
+Added: value to redemption value.
+Added: calculation of diluted net income per ordinary share does not consider the effect of the rights issued in connection with the IPO and
+Added: the Private Placement, since the conversion of the rights is contingent upon the occurrence of future events.
+Added: As of July 31, 2026, the
+Added: Company did not have any other dilutive securities or contracts that could, potentially, be exercised or converted into ordinary shares
+Added: and then share in the earnings of the Company.
+Added: As a result, diluted net income per ordinary share is the same as basic net income per
+Added: ordinary share for the period presented.
+Added: net income per share presented in the unaudited condensed statements of operations is based on the following:
+Added: Schedule of Condensed Statements of Operations
+Added: three months ended
+Added: July 31, 2026
+Added: six months ended
+Added: July 31, 2026
+Added: Schedule of Net Income Per Share
+Added: Redeemable shares
+Added: Non- redeemable shares
+Added: Redeemable shares
+Added: Non- redeemable shares
+Added: For the three months ended
+Added: July 31, 2026
+Added: For the six months ended
+Added: July 31, 2026
+Added: Redeemable shares
+Added: Non- redeemable shares
+Added: Redeemable shares
+Added: Non- redeemable shares
+Added: Basic and diluted net income per ordinary share
+Added: Allocation of net income
+Added: Basic and diluted weighted average shares outstanding
+Added: Basic and diluted net income per ordinary share
Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).
15 unchanged sentences
There were no unrecognized
−Removed: tax benefits and no amounts accrued for interest and penalties as of April 30, 2026.
−Removed: The Company is currently not aware of any issues
−Removed: under review that could result in significant payments, accruals or material deviation from its position.
+Added: tax benefits and no amounts accrued for interest and penalties as of July 31, 2026 and January 31, 2026.
+Added: The Company is currently not
+Added: aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
is currently no taxation imposed on income by the Government of the Cayman Islands.
−Removed: In accordance with Cayman Islands federal income
+Added: In accordance with Cayman Islands income
tax regulations, income taxes are not levied on the Company.
9 unchanged sentences
does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material
−Removed: effect on the Company’s financial statement.
+Added: effect on the Company’s unaudited condensed financial statements.
3 — Initial Public Offering
20 unchanged sentences
Shares”) for an aggregated consideration of $ 25,000 , or approximately $ 0.0145 per share pursuant to a share subscription agreement.
−Removed: On February 20, 2026, the Company issued an additional 1,150,000 founder shares to the sponsors for no consideration.
+Added: On February 20, 2026, the Company issued an additional 1,150,000 founder shares to the Sponsor for no consideration.
As a result, the
−Removed: sponsors hold a total of 2,875,000 founder shares, or approximately $ 0.0087 per share.
−Removed: of April 30, 2026, there were 2,875,000 Founder Shares issued and outstanding, which were retroactively restated to reflect the issuance
−Removed: of 1,150,000 additional founder shares to the Sponsor on February 20, 2026 for no consideration.
−Removed: Pursuant to the Securities Subscription
−Removed: Agreement, as amended, up to 375,000 of the Founder Shares are subject to forfeiture to the extent that the underwriters’ Over-Allotment
−Removed: Option is not exercised in full or in part, so that the Sponsor will beneficially own 20 % of the Company’s issued and outstanding
−Removed: shares after the IPO (not including the shares underlying the Private Units and assuming the Sponsor does not purchase any Public Shares
−Removed: in the IPO and excluding the Private Units).
+Added: Sponsor holds a total of 2,875,000 founder shares, or approximately $ 0.0087 per share.
+Added: Pursuant to the Securities Subscription Agreement,
+Added: as amended, up to 375,000 of the Founder Shares are subject to forfeiture to the extent that the underwriters’ Over-Allotment Option
+Added: is not exercised in full or in part, so that the Sponsor will beneficially own 20 % of the Company’s issued and outstanding shares
+Added: after the IPO (not including the shares underlying the Private Units and assuming the Sponsor does not purchase any Public Shares in
+Added: the IPO and excluding the Private Units).
+Added: of July 31, 2026, there were 2,625,000 Founder Shares issued and outstanding, after the forfeiture of 250,000 Founder Shares for no consideration
+Added: as a result of the partial exercise of the underwriters’ over-allotment option to purchase 500,000 Units which was closed on May
+Added: As of January 31, 2026, 2,875,000 Founder Shares were issued and outstanding,
+Added: of which up to 375,000 shares were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.
+Added: Ordinary shares have been retroactively restated to reflect the issuance of an additional 1,150,000 founder shares to the Sponsor for
+Added: no consideration on February 20, 2026.
Founder Shares are identical to the ordinary shares included in the Units being sold in the IPO, and holders of Founder Shares have the
23 unchanged sentences
These amounts are due on demand and non-interest bearing.
−Removed: As of April 30, 2026, the amount due to the related party was $ 480,827 .
+Added: As of July 31, 2026, the amount due to the related party was $ 34,877 , consisting
+Added: of $ 7,135 of advances from the Sponsor and $ 27,742 of unpaid administrative service fees.
+Added: As of January 31, 2026, the amount due to the
+Added: related party was $ 58,921 .
Note — Related Party
6 unchanged sentences
(i) December 31, 2026 or (ii) the date on which the Company consummates an initial public offering of its securities.
−Removed: Subsequent to the balance sheet date ,
−Removed: t he total outstanding
−Removed: balance of $ 300,000 under the promissory notes were repaid on May 11, 2026.
+Added: The total outstanding
+Added: balance of $ 300,000 under the Promissory Note was repaid on May 11, 2026.
+Added: As of July 31, 2026 and January 31, 2026, $ 0 and $ 300,000 were
+Added: outstanding under the Promissory Note.
Administrative
Services Agreement
−Removed: Company entered into an Administrative Services Agreement with the Sponsor on the effective date of the registration statement of the
−Removed: initial public offering through the earlier of the consummation by the Company of an initial business combination or the Company’s
−Removed: liquidation, to pay the Sponsor a total of $ 10,000 per month for office space and administrative and support services.
+Added: Company entered into an Administrative Services Agreement with the Sponsor on the effective date of the registration statement of
+Added: the initial public offering through the earlier of the consummation by the Company of an initial business combination or the
+Added: Company’s liquidation, to pay the Sponsor a total of $ 10,000
+Added: per month for office space and administrative and support services.
+Added: The Company incurred $ 27,742
+Added: during each of the three- and six-month periods ended July 31, 2026.
+Added: As of July 31, 2026 and January 31, 2026, unpaid balances of
+Added: respectively, were included in Due to related party on the accompanying unaudited condensed balance sheets.
Capital Loans
9 unchanged sentences
any, have not been determined and no written agreements exist with respect to such loans.
−Removed: of April 30, 2026 and January 31, 2026, the Company had no borrowings under the Working Capital Loans.
+Added: of July 31, 2026 and January 31, 2026, the Company had no borrowings under the Working Capital Loans.
6 — Commitments and Contingencies
−Removed: holders of the Founder Shares issued and outstanding on the date of this prospectus, as well as the holders of the private units and
−Removed: any shares of the Company’s insiders, officers, directors or their affiliates may be issued in payment of working capital loans
−Removed: and extension loans made to the Company (and any ordinary shares issuable upon conversion of the underlying the private rights), will
−Removed: be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the registration statement.
−Removed: The holders of a majority of the private units and units issued in payment of working capital loans made to us can elect to exercise
−Removed: these registration rights at any time commencing on the date that the Company consummate an initial business combination.
−Removed: the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the
−Removed: consummation of an initial business combination.
−Removed: The Company will bear the expenses incurred in connection with the filing of any such
−Removed: registration statements.
−Removed: Company has granted the underwriter, A.G.P./Alliance Global Partners (“A.G.P.”), a 45-day option from the effective date
−Removed: of the Registration Statement (May 7, 2026) to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the IPO
−Removed: price less the applicable underwriting discounts and commissions, expiring on June 21, 2026.
+Added: May 7, 2026, the Company entered into a Registration Rights Agreement with the holders of the Founder Shares, Private Units and
+Added: certain other security holders, pursuant to which such holders are entitled to certain demand and “piggy-back”
+Added: registration rights.
+Added: The holders of these securities are entitled to make up to three demands that the Company registers such
+Added: The holders of a majority of the private units and units issued in payment of working capital loans made to us can elect
+Added: to exercise these registration rights at any time commencing on the date that the Company consummate an initial business
+Added: In addition, the holders have certain “piggy-back” registration rights with respect to registration
+Added: statements filed subsequent to the consummation of an initial business combination.
+Added: The Company will bear the expenses incurred in
+Added: connection with the filing of any such registration statements.
+Added: Company granted the underwriter, A.G.P./Alliance Global Partners (“A.G.P.”), a 45-day option from the effective date of
+Added: the Registration Statement (May 7, 2026) to purchase up to 1,500,000 additional
+Added: Units to cover over-allotments, if any, at the IPO price less the applicable underwriting discounts and commissions, expiring on
+Added: June 21, 2026.
+Added: The underwriter partially exercised its over-allotment option to purchase 500,000 Units
+Added: which was closed on May 27, 2026 , which resulted in 125,000
+Added: shares of the total 375,000
+Added: ordinary shares no longer being subject to forfeiture.
+Added: The remaining 250,000
+Added: shares were subsequently forfeited for no consideration after the expiration of the over-allotment option in June 2026.
underwriters were entitled to a cash underwriting discount of 0.45% of the gross proceeds of the IPO and over-allotment, or $ 472,500
3 unchanged sentences
which were issued upon the closing of the IPO.
−Removed: Finally, a deferred underwriting discount of 3.5% of the gross proceeds remaining in the
−Removed: Trust Account will be payable in cash as upon the closing of the initial Business Combination.
+Added: Finally, a deferred underwriting discount of 3.5% of the proceeds remaining
+Added: in the Trust Account immediately prior to the closing of the initial Business Combination will be payable in cash upon the closing of
+Added: the initial Business Combination, or $ 3,675,000 assuming no redemptions of Public Shares.
Representative
6 unchanged sentences
Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the
−Removed: date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to Rule 5110(e)(1) of the FINRA
+Added: date of the effectiveness of the registration statement relating to the IPO pursuant to Rule 5110(e)(1) of the FINRA
Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged,
or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic
−Removed: disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of this offering,
+Added: disposition of the securities by any person for a period of 180 days immediately following the commencement of sales in the IPO,
subject to exceptions pursuant to Rule 5110(e)(2).
−Removed: 7 - Shareholder’s Deficit
−Removed: Shares — The Company is authorized to issue up to 500,000,000 ordinary shares with a par value of $ 0.0001 per share.
−Removed: September 29, 2025, the Company issued 1,725,000 ordinary shares to the Sponsor for $ 25,000 , or approximately $ 0.0145 per share.
−Removed: 20, 2026, the Company issued an additional 1,150,000 founder shares to the Sponsor for no consideration.
−Removed: As a result, the Sponsor holds
−Removed: a total of 2,875,000 founder shares, or approximately $ 0.0087 per share.
−Removed: Founder Shares were retroactively restated to reflect the February
−Removed: 20, 2026 issuance.
−Removed: of April 30, 2026 and January 31, 2026, there were 2,875,000 Founder Shares issued and outstanding, of which up to 375,000 of the Founder
−Removed: Shares are subject to forfeiture to the extent that the underwriters’ Over-Allotment Option is not exercised in full or in part.
−Removed: As a result of the partial exercise of the underwriters’ over-allotment option which was closed on May 27, 2026, 125,000 shares
−Removed: of the total 375,000 shares of ordinary shares were no longer subject to forfeiture.
−Removed: — Each holder of a right will receive one-fourth (1/4) of one ordinary share upon consummation of a Business Combination,
−Removed: even if the holder of such right redeemed all shares held by it in connection with a Business Combination.
−Removed: No fractional shares will
−Removed: be issued upon conversion of the rights.
−Removed: No additional consideration will be required to be paid by a holder of rights in order to receive
−Removed: their additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit
−Removed: purchase price paid for by investors in the IPO.
−Removed: If the Company enters into a definitive agreement for a Business Combination in which
−Removed: the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per
−Removed: ordinary share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary shares
−Removed: basis and each holder of a right will be required to affirmatively convert its rights in order to receive one share underlying each right
−Removed: (without paying additional consideration).
−Removed: The shares issuable upon conversion of the rights will be freely tradable (except to the extent
−Removed: held by affiliates of the Company).
+Added: 7 - Shareholders’ Deficit
+Added: Shares — The Company is authorized to issue up to 500,000,000
+Added: ordinary shares with a par value of $ 0.0001
+Added: On September 29, 2025, the Company issued 1,725,000
+Added: ordinary shares to the Sponsor for $ 25,000 ,
+Added: or approximately $ 0.0145
+Added: On February 20, 2026, the Company issued an additional 1,150,000
+Added: founder shares to the Sponsor for no consideration.
+Added: As a result, the Sponsor holds a total of 2,875,000
+Added: founder shares, or approximately $ 0.0087
+Added: As of January 31, 2026, there were 2,875,000
+Added: Founder Shares issued and outstanding (which were retroactively restated to reflect the February 20, 2026
+Added: issuance), of which up to 375,000
+Added: of the Founder Shares are subject to forfeiture to the extent that the underwriters’ Over-Allotment Option is not exercised in
+Added: full or in part.
+Added: of July 31, 2026, there were 2,625,000
+Added: Founder Shares issued and outstanding;
+Added: the share amount reflects the partial exercise of the underwriters’ over-allotment
+Added: option, which was closed on May 27, 2026 and the forfeiture of 250,000
+Added: Founder Shares for no consideration following the expiration of the over-allotment option in June 2026.
+Added: — As of July 31, 2026, there were 10,500,000 Public Rights and 226,250 Private Rights outstanding, respectively.
+Added: were no rights outstanding as of January 31, 2026.
+Added: Each holder of a right will receive one-fourth (1/4) of one ordinary share upon consummation
+Added: of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination.
+Added: No fractional shares will be issued upon conversion of the rights.
+Added: No additional consideration will be required to be paid by a holder
+Added: of rights in order to receive their additional shares upon consummation of a Business Combination, as the consideration related thereto
+Added: has been included in the Unit purchase price paid for by investors in the IPO.
+Added: If the Company enters into a definitive agreement for
+Added: a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of
+Added: rights to receive the same per ordinary share consideration the holders of the ordinary shares will receive in the transaction on an
+Added: as-converted into ordinary shares basis and each holder of a right will be required to affirmatively convert its rights in order to receive
+Added: one share underlying each right (without paying additional consideration).
+Added: The shares issuable upon conversion of the rights will be
+Added: freely tradable (except to the extent held by affiliates of the Company).
the Company is unable to complete a Business Combination within the completion window and the Company liquidates the funds held in the
17 unchanged sentences
financial performance.
−Removed: Accordingly, management has determined that the Company only has one operating and reportable segment.
−Removed: reviews the position of total assets available to assess if the Company has sufficient resources available to discharge its liabilities.
+Added: Accordingly, management has determined that the Company only has one
+Added: operating and reportable segment.
evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics,
which include the following:
−Removed: of Segment Information
−Removed: April 30, 2026
−Removed: Formation and operating costs
−Removed: key measure of segment profit or loss reviewed by our CODM is formation and operating costs.
−Removed: Formation and operating costs include accounting
−Removed: expenses, printing expenses, and regulatory filing fees, none of which are deemed to be significant segment expenses, and are reviewed
−Removed: in aggregate to ensure alignment with budget and contractual obligations.
−Removed: These expenses are monitored to manage and forecast cash available
−Removed: to complete a business combination within the required period.
+Added: Schedule of Segment Information
+Added: Investments held in Trust Account
+Added: $ 106,372,992
+Added: The CODM reviews the position of total assets
+Added: available to assess if the Company has sufficient resources available to discharge its liabilities.
+Added: Three Months Ended
+Added: July 31, 2026
+Added: Six Months Ended
+Added: July 31, 2026
+Added: General and administrative expenses
+Added: Interest earned on investments held in Trust Account
+Added: key measure of segment profit or loss reviewed by our CODM is general and administrative expenses.
+Added: General and administrative
+Added: expenses include accounting expenses, printing expenses, and regulatory filing fees, none of which are deemed to be significant
+Added: segment expenses, and are reviewed in aggregate to ensure alignment with budget and contractual obligations.
+Added: These expenses are
+Added: monitored to manage and forecast cash available to complete a business combination within the required period.
+Added: The CODM reviews interest earned on investments
+Added: in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investments with the Trust Account
+Added: funds while maintaining compliance with the trust agreement.
9 — Subsequent Events
1 unchanged sentence
statements were issued.
−Removed: Based on this review, the following subsequent events were identified:
−Removed: May 7, 2026, the Company’s registration statement for the IPO was declared effective by the SEC, and the Company entered into an Administrative Services Agreement with the Sponsor, pursuant to which the Company
−Removed: agreed to pay the Sponsor $ 10,000 per month for office space and administrative and support services.
−Removed: This agreement will remain in effect
−Removed: until the earlier of the consummation of the Company’s initial Business Combination or the Company’s liquidation.
−Removed: May 11, 2026, the Company consummated its IPO of 10,000,000
−Removed: Units at a price of $ 10.00
−Removed: per Unit, generating gross proceeds of $ 100,000,000 .
−Removed: Simultaneously with the closing of the IPO, the Company completed the sale of 221,500 Private Units to the Sponsor at a price of $ 10.00
−Removed: per Private Unit, generating gross proceeds of $ 2,215,000 .
−Removed: In addition, the Company issued 150,000 ordinary shares to A.G.P./Alliance
−Removed: Global Partners as representative compensation (the “Representative Shares”), which are subject to a 180-day lock-up from the
−Removed: closing of the IPO.
−Removed: On the same date, the Company repaid the full outstanding balance of $ 300,000 under the unsecured promissory note
−Removed: with the Sponsor out of the offering proceeds not held in the Trust Account.
−Removed: May 20, 2026, the underwriters notified the Company of their partial exercise of the over-allotment option to purchase 500,000 additional
−Removed: units (the “Option Units”) at $ 10.00 per unit.
−Removed: The closing of the issuance and sale of the Option Units occurred on May 27,
−Removed: 2026, generating total gross proceeds of $ 5,000,000 .
−Removed: Simultaneously with the closing of the over-allotment option, the Company consummated
−Removed: the private placement of an aggregate of 4,750 Private Units to the Sponsor at a price of $ 10.00 per Private Unit, generating
−Removed: gross proceeds of $ 47,500 .
+Added: Based on this review, the Company did not identify any subsequent events that would have required adjustment
+Added: or disclosure in the unaudited condensed financial statements.
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.