12 unchanged sentences
Accrued expenses
−Removed: Promissory note – related party
Total Current Liabilities
3 unchanged sentences
Ordinary shares subject to possible redemption, $0.0001 par value, 8,280,000 shares at redemption value of $ 10.34 per share
−Removed: Shareholders’ (Deficit) Equity
+Added: Shareholders’ Deficit
Ordinary shares, $ 0.0001 par value;
3 unchanged sentences
Accumulated deficit
−Removed: Total Shareholders’ (Deficit) Equity
−Removed: Total Liabilities, Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity
−Removed: Ordinary shares have been retroactively restated to reflect the first amendment to the Subscription Agreement, which allowed the Sponsor to increase the purchase of ordinary shares from 2,415,000 to 2,898,000 shares for $25,000, including an aggregate of up to 378,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).
−Removed: As a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares were subject to forfeiture.
+Added: Total Shareholders’ Deficit
+Added: Total Liabilities, Shares Subject to Possible Redemption and Shareholders’ Deficit
The accompanying notes are an integral part of these unaudited condensed financial statements.
2 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
Three Months Ended
−Removed: July 23, 2024
−Removed: (Inception) to
General and administrative expenses
7 unchanged sentences
Basic and diluted net income (loss) per share, ordinary shares subject to possible redemption
−Removed: Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares (1)
+Added: and diluted weighted average shares outstanding, non-redeemable ordinary shares
Basic and diluted net income (loss) per share, non-redeemable ordinary shares
−Removed: Ordinary shares have been retroactively restated to reflect the first to the Subscription Agreement, which allowed the Sponsor to increase the purchase of ordinary shares from 2,415,000 to 2,898,000 shares for $25,000, including an aggregate of up to 378,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).
−Removed: As a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares were subject to forfeiture.
The accompanying notes are an integral part of these unaudited condensed financial statements.
1 unchanged sentence
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
−Removed: FOR THE THREE MONTHS AND NINE MONTHS ENDED DECEMBER 31, 2025
+Added: FOR THE THREE MONTHS ENDED JUNE 30, 2026
Shareholders’
1 unchanged sentence
Balance – March 31, 2026
−Removed: Balance – June 30, 2025
−Removed: Issuance of Private Placement Units
−Removed: Issuance of Public Rights net of issuance costs of $ 102,558
Remeasurement of carrying value to redemption value
−Removed: Accretion of additional paid-in capital to accumulated deficit
−Removed: Balance September 30, 2025
−Removed: Remeasurement
−Removed: of carrying value to redemption value and accretion to addition paid-in capital to accumulated deficit
−Removed: Balance December 31, 2025
−Removed: FOR THE PERIOD FROM JULY 23, 2024 (INCEPTION) TO DECEMBER 31, 2024
+Added: Balance June 30, 2026
+Added: FOR THE THREE MONTHS ENDED JUNE 30, 2025
Ordinary Shares
−Removed: Shareholders
−Removed: Balance July 23, 2024 (Inception)
−Removed: Founder shares issued to the Sponsor (1)
−Removed: Balance September 30, 2024
−Removed: Balance December 31, 2024
−Removed: Ordinary shares have been retroactively restated to reflect the first amendment to the Subscription Agreement, which allowed the Sponsor to increase the purchase of ordinary shares from 2,415,000 to 2,898,000 shares for $25,000, including an aggregate of up to 378,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).
−Removed: As a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares were subject to forfeiture.
+Added: Shareholders’
+Added: Balance March 31, 2025
+Added: Balance June 30, 2025
The accompanying notes are an integral part of these unaudited condensed financial statements.
1 unchanged sentence
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
−Removed: Nine Months Ended
−Removed: July 23, 2024
−Removed: (Inception) to
+Added: Three Months Ended
+Added: Three Months Ended
Cash Flows from Operating Activities:
7 unchanged sentences
Net cash used in operating activities
−Removed: Cash Flows from Investing Activities:
−Removed: Purchase of investments held in Trust Account
−Removed: Net cash used in investing activities
Cash Flows from Financing Activities:
−Removed: Proceeds from sale of public units
−Removed: Proceeds from sale of Private Placements units
−Removed: Payment of underwriter fees
−Removed: Proceeds from issuance of founder shares to Sponsor
−Removed: Repayment of promissory note related party
−Removed: Proceeds from promissory note related party
Payment of offering costs
4 unchanged sentences
Supplemental Disclosure of Non-cash Financing Activities:
−Removed: Accretion of additional paid in capital to accumulated deficit
−Removed: Remeasurement of carrying value to redemption value
−Removed: Deferred underwriting fee payable
−Removed: Prior year deferred offering cost charged to additional paid-in capital
+Added: Remeasurement
+Added: of carrying value to redemption value
+Added: Deferred offering costs included in accrued expenses
The accompanying notes are an integral part of the unaudited condensed financial statements.
6 unchanged sentences
The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
−Removed: As of December 31, 2025,
−Removed: the Company had not commenced any operations.
−Removed: For the period from July 23, 2024 (inception) through December 31, 2025, the
−Removed: Company’s efforts have been limited to organizational activities as well as activities related to completing the initial
−Removed: public offering (“IPO”).
−Removed: Subsequent to the IPO, the Company’s efforts have focused on identifying a target company
−Removed: for a Business Combination.
−Removed: The Company will not generate any operating revenues until after the completion of a Business
−Removed: Combination, at the earliest.
−Removed: The Company will generate non-operating income in the form of dividend and/or interest income from the
−Removed: proceeds derived from the IPO and sale of Private Placement Units (as defined below).
−Removed: The Company has selected March 31 as its
−Removed: fiscal year end.
+Added: As of June 30, 2026, the Company had not commenced any operations.
+Added: For the period from July 23, 2024 (inception) through June 30, 2026, the Company’s efforts have been limited to organizational activities as well as activities related to completing the initial public offering (“IPO”).
+Added: Subsequent to the IPO, the Company’s efforts have focused on identifying a target company for a Business Combination.
+Added: The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.
+Added: The Company will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and sale of Private Placement Units (as defined below).
+Added: The Company has selected March 31 as its fiscal year end.
The Company’s sponsor is Whiteowl Holdings LLC (the “Sponsor”), a Delaware limited liability company.
38 unchanged sentences
Each of Pubco and Merger Sub has been duly incorporated as a Cayman Islands exempted company.
−Removed: On the terms and subject to the conditions of
−Removed: the Merger Agreement, the Company will merge with and into Pubco, with Pubco surviving as the publicly listed company (the “SPAC
−Removed: The remaining transactions contemplated by the Merger Agreement will be effected in accordance with the merger structure
−Removed: described therein
−Removed: The SPAC Merger, the Acquisition Merger and the
−Removed: other transactions contemplated by the Merger Agreement are collectively referred to as the “Business Combination.” Upon
−Removed: consummation of the Business Combination, the ownership and capitalization of Pubco will be as set forth in the Merger Agreement.
+Added: On the terms and subject to the conditions of the Merger Agreement, the Company will merge with and into Pubco, with Pubco surviving as the publicly listed company (the “SPAC Merger”).
+Added: The remaining transactions contemplated by the Merger Agreement will be effected in accordance with the merger structure described therein.
+Added: The SPAC Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement are collectively referred to as the “Business Combination.” Upon consummation of the Business Combination, the ownership and capitalization of Pubco will be as set forth in the Merger Agreement.
Under the Merger Agreement, all of the issued and outstanding shares of SACH will be exchanged for newly issued ordinary shares of Pubco, and no cash consideration will be paid to SACH shareholders.
6 unchanged sentences
If SACH and HoldCo fails to fund any of these loans by the applicable due date, such failure constitutes a material breach of the Merger Agreement.
−Removed: In such event, the non-breaching party may exercise its termination rights under the Merger Agreement, including seeking any applicable remedies as provided
+Added: In such event, the non-breaching party may exercise its termination rights under the Merger Agreement, including seeking any applicable remedies as provided therein.
The Sponsor may, in its sole discretion, repay any of Sponsor Loan I, Sponsor Loan II, or Sponsor Loan III in cash or in Founder Shares valued at $10.00 per share (referred to as “Sponsor Promote Shares” in Section 8.8(d) of the Merger Agreement).
1 unchanged sentence
Sponsor Loan III was fully funded in the amount of $ 500,000 on January 2, 2026.
+Added: None of these funds were lent to the SPAC.
Closing Conditions and Termination
−Removed: The closing of the Business Combination is
−Removed: subject to approval by the shareholders of both the Company and SACH, regulatory approvals, satisfaction of customary closing
−Removed: conditions and the availability of minimum cash proceeds following any redemptions of the Company’s public shares.
−Removed: Agreement may be terminated by either party under customary circumstances, including failure to consummate the transaction by July
−Removed: 31, 2026 or a material breach of representations, warranties, or covenants.
+Added: The closing of the Business Combination is subject to approval by the shareholders of both the Company and SACH, regulatory approvals, satisfaction of customary closing conditions and the availability of minimum cash proceeds following any redemptions of the Company’s public shares.
+Added: The Merger Agreement may be terminated by either party under customary circumstances, including failure to consummate the transaction by July 31, 2026 or a material breach of representations, warranties, or covenants.
The Merger Agreement does not provide for any automatic termination fee payable solely as a result of such termination.
5 unchanged sentences
Lock-Up Agreements
−Removed: Upon consummation of the Business
−Removed: Combination, Pubco, the Sponsor, certain HoldCo shareholders, and other key holders entered into Lock-Up Agreements restricting the
−Removed: transfer of certain Pubco ordinary shares for specified periods following the closing of the Business Combination.
+Added: Upon consummation of the Business Combination, Pubco, the Sponsor, certain HoldCo shareholders, and other key holders entered into Lock-Up Agreements restricting the transfer of certain Pubco ordinary shares for specified periods following the closing of the Business Combination.
Registration Rights Agreement
−Removed: Upon consummation of the Business
−Removed: Combination, Pubco, the Sponsor, and certain investors entered into a Registration Rights Agreement providing such investors with
−Removed: customary demand and piggyback registration rights with respect to Pubco ordinary shares received in the Business Combination.
+Added: Upon consummation of the Business Combination, Pubco, the Sponsor, and certain investors entered into a Registration Rights Agreement providing such investors with customary demand and piggyback registration rights with respect to Pubco ordinary shares received in the Business Combination.
Going Concern Consideration
−Removed: As of December 31, 2025, the Company had $ 281,173 of cash and a working capital of $ 215,060 .
+Added: As of June 30, 2026, the Company had $ 4,901 of cash and a working capital deficit of $ 143,042 .
The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination.
8 unchanged sentences
Basis of Presentation
−Removed: The accompanying unaudited condensed financial
−Removed: statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.
+Added: The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) and pursuant to the rules and regulations of the SEC.
−Removed: Accordingly, they do not include all of the information and
−Removed: footnotes required by the U.S.
−Removed: In the opinion of management, the unaudited condensed financial statements reflect all
−Removed: adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the
−Removed: periods presented.
−Removed: They should be read in conjunction with the Company’s Current Report on Form 8-K, as filed with the SEC on August 14, 2025.
−Removed: The interim results for the three months and nine months ended December 31, 2025 are not necessarily indicative of the results that
−Removed: may be expected through March 31, 2026 or for any future periods.
+Added: Accordingly, they do not include all of the information and footnotes required by the U.S.
+Added: In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.
+Added: They should be read in conjunction with the Company’s Current Report on Form 10-K, as filed with the SEC on June 15, 2026.
+Added: The interim results for the three months ended June 30, 2026 are not necessarily indicative of the results that may be expected through March 31, 2027 or for any future periods.
Emerging Growth Company Status
12 unchanged sentences
The 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 $ 281,173 and $ 64,357 in cash and none in cash equivalents as of December 31, 2025 and March 31, 2025, respectively.
+Added: The Company had $ 4,901 and $ 187,907 in cash and none in cash equivalents as of June 30, 2026 and March 31, 2026, respectively.
Investments Held in Trust Account
−Removed: As of December 31, 2025, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.
+Added: As of June 30, 2026, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.
Treasury securities.
23 unchanged sentences
The initial accretion and subsequent remeasurements will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).
−Removed: Accordingly, as of December 31, 2025, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
−Removed: As of December 31, 2025, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:
+Added: Accordingly, as of June 30, 2026, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
+Added: As of June 30, 2026, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:
Schedule of ordinary shares subject to redemption
3 unchanged sentences
Remeasurement of carrying value to redemption value
−Removed: Ordinary shares subject to possible
−Removed: redemption – September 30, 2025
+Added: Ordinary shares subject to possible redemption March 31, 2026
Remeasurement of carrying value to redemption value
−Removed: Ordinary shares subject to possible redemption December 31, 2025
Net Income (Loss) Per Ordinary Share
−Removed: Net income (loss) per ordinary share is computed
−Removed: by dividing net income (loss) by the weighted average number of shares of ordinary shares outstanding during the period, excluding
−Removed: shares of ordinary shares subject to forfeiture.
−Removed: Weighted average shares include of an aggregate of 378,000
−Removed: ordinary shares that are no longer subject to forfeiture as a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on
−Removed: August 7, 2025.
−Removed: For the nine months ended December 31, 2025 and for the period from July 23, 2024 (inception) to December 31, 2024, the Company did not have any dilutive securities and other
−Removed: contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the
−Removed: As a result, diluted loss per ordinary share is the same as basic income (loss) per ordinary share for the period
+Added: Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of shares of ordinary shares outstanding during the period, excluding shares of ordinary shares subject to forfeiture.
+Added: Weighted average shares include of an aggregate of 378,000 ordinary shares that are no longer subject to forfeiture as a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025.
+Added: For the three months ended June 30, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company.
+Added: As a result, diluted loss per ordinary share is the same as basic income (loss) per ordinary share for the period presented.
The net income (loss) per share presented in the unaudited condensed statements of operations is based on the following:
Schedule of net loss per share
−Removed: Three Months Ended December 31,
−Removed: Three Months Ended December 31,
−Removed: Nine Months Ended
−Removed: July 23, 2024
−Removed: (Inception) to
+Added: Three Months Ended
+Added: Three Months Ended
Net income (loss)
5 unchanged sentences
Allocation of net income (loss)
−Removed: Basic and diluted
−Removed: weighted average shares outstanding (1)
−Removed: Basic and diluted net income (loss) per ordinary share
−Removed: Nine Months Ended
−Removed: For the Period
−Removed: from July 23, 2024
−Removed: (Inception) to
−Removed: Non-redeemable
−Removed: Non-redeemable
−Removed: Basic and diluted net income (loss) per ordinary share
−Removed: Allocation of income (loss)
−Removed: and diluted weighted average shares outstanding (1)
+Added: Basic and diluted weighted average shares outstanding
Basic and diluted net income (loss) per ordinary share
−Removed: shares have been retroactively restated to reflect the first amendment to the Subscription
−Removed: Agreement, which allowed the Sponsor to increase the purchase of ordinary shares from 2,415,000
−Removed: to 2,898,000 shares for $25,000, including an aggregate of up to 378,000 ordinary shares
−Removed: subject to forfeiture if the over-allotment option is not exercised in full or in part by
−Removed: the underwriters (see Note 5 ).
−Removed: a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares
−Removed: were subject to forfeiture.
Rights Accounting
14 unchanged sentences
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
−Removed: There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and March 31, 2025.
+Added: There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
2 unchanged sentences
Consequently, income taxes are not reflected in the Company’s financial statements.
−Removed: Accounting Pronouncements
−Removed: In January 2025, the FASB issued ASU 2025-01, Income
−Removed: Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).
−Removed: The FASB issued ASU 2024-03
−Removed: on November 4, 2024.
−Removed: ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning
−Removed: after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
−Removed: Following the issuance of ASU 2024-03, the
−Removed: FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31
−Removed: (referred to as non-calendar year-end entities).
−Removed: Because of how the effective date guidance was written, a non-calendar year-end entity
−Removed: may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period,
−Removed: rather than in an annual reporting period.
−Removed: The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public
−Removed: business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15,
−Removed: 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.
+Added: Recent Accounting Pronouncements
+Added: In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).
+Added: The FASB issued ASU 2024-03 on November 4, 2024.
+Added: ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
+Added: Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities).
+Added: Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in an annual reporting period.
+Added: The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
25 unchanged sentences
Promissory Note — Related Party
−Removed: On March 9, 2025 and July 22, 2025,
−Removed: the Sponsor agreed to loan the Company an aggregate amount of $ 200,000 and
−Removed: respectively, to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Notes”).
+Added: On March 9, 2025 and July 22, 2025, the Sponsor agreed to loan the Company an aggregate amount of $ 200,000 and $ 500,000 , respectively, to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Notes”).
The Promissory Notes are unsecured, interest-free and due on the date on which the Company closes the IPO.
−Removed: The outstanding loan
−Removed: balance of $ 210,000 was
−Removed: repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account on August 7, 2025.
−Removed: Promissory Notes have been retired and are no longer available for further drawdowns.
−Removed: As of December 31, 2025 and March 31,
−Removed: 2025, the Company had $ 0
−Removed: and $ 200,000
−Removed: outstanding loan balance under the Promissory Notes, respectively.
+Added: The outstanding loan balance of $ 210,000 was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account on August 7, 2025.
+Added: The Promissory Notes have been retired and are no longer available for further drawdowns.
+Added: As of June 30, 2026 and March 31, 2026, the Company had $ 0 and $ 0 outstanding loan balance under the Promissory Notes, respectively.
Administrative Services Agreement
The Company entered into an Administrative Services Agreement with the Sponsor on August 5, 2025, commencing on the effective date of the registration statement of the initial public offering through the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation, to pay the Sponsor a total of $ 15,000 per month for office space and administrative and support services.
−Removed: The Company incurred and paid $ 45,000 for the three months ended December 31, 2025 and $ 75,000 for the nine months ended December 31, 2025.
−Removed: The Company did not incur any administrative fees during fiscal year ended March 31, 2025.
+Added: The Company incurred $ 45,000
+Added: for the three months ended June 30, 2026 and June 30, 2025, respectively.
+Added: Administrative service fees payable for the three months ended June 30, 2026 and June 30, 2025 recorded in accrued expenses amounts to
+Added: $ 75,000 and $ 0 , respectively.
+Added: For the fiscal year ended March 31, 2026, the Company
+Added: incurred $ 120,000
+Added: of administrative service fees, of which $ 75,000
+Added: was paid and $ 45,000
+Added: remained accrued as of March 31, 2026.
Working Capital Loans
4 unchanged sentences
The units would be identical to the Private Placement Units.
−Removed: As of December 31, 2025 and March 31, 2025, the Company had no borrowings under the Working Capital Loans.
+Added: As of June 30, 2026 and March 31, 2026, the Company had no borrowings under the Working Capital Loans.
Note 6 — Commitments and Contingencies
20 unchanged sentences
In addition, the underwriter is entitled to a deferred fee of 4.0% of the gross proceeds of the IPO, or $ 3,312,000 , which will be paid upon the closing of a Business Combination solely from amounts remaining in the Trust Account following all properly submitted shareholder redemption in connection with the consummation of the initial Business Combination and such deferred fee shall be capped at such amount so remaining in the Trust Account.
+Added: On March 3, 2026, the Company entered into Amendment No.
+Added: 1 to the Underwriting Agreement (the “Amendment”) with Polaris Advisory Partners, LLC (f/k/a SPAC Advisory Partners), a division of Kingswood Capital Partners LLC, as representative of the several underwriters (the “Representative”), and Kingswood Capital Partners LLC.
+Added: The Amendment amends that certain Underwriting Agreement, dated August 5, 2025, by and between the Company, the Representative, and Kingswood Capital Partners LLC, to revise the calculation and payment terms of the deferred underwriting commission.
+Added: Pursuant to the Amendment, the Deferred Underwriting Commission will be payable from the trust account upon consummation of the Company’s initial business combination and equals 4.00% of the gross proceeds from the sale of the firm units and option units, subject to a cap equal to 4.00% of the funds remaining in the trust account after giving effect to all properly submitted redemptions in connection with the initial business combination.
+Added: The Amendment also clarifies that the underwriters may waive the Deferred Underwriting Commission prior to the consummation of the Company’s initial business combination.
Right of First Refusal
6 unchanged sentences
securities laws, and is not acting as a broker-dealer in connection with the transaction .
−Removed: As of December 31, 2025, the retainer fee of $ 300,000 had been paid in full, and there was no outstanding balance.
+Added: On February 21, 2026, the Company, the Finder and SACH Pte.
+Added: (the “Target”) entered into Amendment No.
+Added: 1 to the Finder’s Agreement, pursuant to which the parties agreed that the $ 3,500,000 success fee will be satisfied in full through the issuance by the Target of 1,200,000 ordinary shares to the Finder at the closing of the business combination, with no cash payment owed by the Company.
+Added: The Target acknowledged the Finder as the procuring cause of the transaction and assumed the obligation to issue such shares.
+Added: As of June 30, 2026, the retainer fee of $ 300,000 had been paid in full, and there was no outstanding balance.
Note 7 — Shareholders’ Deficit
15 unchanged sentences
pursuant to which the number of founder shares was increased to 2,898,000 .
−Removed: At December 31, 2025 and March 31, 2025, there were 3,126,650
+Added: At June 30, 2026 and March 31, 2026, there were 3,126,650
(including the purchase of 228,650 Private Units) and 2,898,000
(retroactively restated to reflect the additional share purchase by the Sponsor) ordinary shares issued and outstanding,
−Removed: respectively.
+Added: respectively, excluding 8,280,000 ordinary shares subject to possible redemption at June 30, 2026 and March 31, 2026, respectively,
+Added: which are presented as ordinary shares subject to possible redemption.
Rights — Each holder of a right will receive one-seventh (1/7) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination.
16 unchanged sentences
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
−Removed: The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
+Added: The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2026 and March 31, 2026, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
Schedule of fair value hierarchy of the valuation
6 unchanged sentences
Investments held in Trust Account
+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
Note 9 — Segment Information
10 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: July 23, 2024
−Removed: (Inception) to
General and administrative expenses
5 unchanged sentences
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued.
−Removed: Based on its review, management did not identify any subsequent events, other than the Sponsor Loan fundings described below, that would require adjustment to, or additional disclosure of, the accompanying financial statements.
−Removed: Sponsor Loan III was fully funded in the amount
−Removed: on January 2, 2026.
+Added: Based upon this review, the Company did not identify any subsequent events that would have required adjustment 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.