What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 90 added, 90 removed, 399 unchanged (31% of the section changed)

1 unchanged sentence

RANGE CAPITAL ACQUISITION CORP.

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEETS

Current assets

Due from Sponsor

Prepaid expenses

9 unchanged sentences

Commitments And Contingencies (Note 6)

Ordinary shares subject to possible redemption, 11,500,000 and 10,000,000 shares at redemption value of $ 10.16 and $ 10.06 per share as of March 31, 2025 and December 31, 2024, respectively

Ordinary shares subject to possible redemption, 11,500,000 and 10,000,000 shares at redemption value of approximately $ 10.27 and $ 10.06 per share as of June 30, 2025 and December 31, 2024, respectively

Shareholders’ Equity

shares, $ 0.0001 par value;

Preference shares, $ 0.0001 par value;

100,000,000 shares authorized;

2 unchanged sentences

500,000,000 shares authorized;

4,537,500 and 4,500,000 issued and outstanding (excluding 11,500,000 and 10,000,000 subject to possible redemption) as of March 31, 2025 and December 31, 2024, respectively (1)(2)

4,537,500 and 4,500,000 issued and outstanding (excluding 11,500,000 and 10,000,000 subject to possible redemption) as of June 30, 2025 and December 31, 2024, respectively (1)(2)

Additional paid-in

2 unchanged sentences

Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Equity

December 31, 202 4

includes an aggregate of up to 500,000 ordinary shares subject to forfeiture if the over-allotment was not exercised in full or in part by the underwriters (See Notes 5 and 7).

December 31, 2024 includes an aggregate of up to 500,000 ordinary shares subject to forfeiture if the over-allotment was not exercised in full or in part by the underwriters (See Notes 5 and 7).

On January 3, 2025, the underwriters fully exercised their over-allotment option resulting in no shares subject to forfeiture related to the over-allotment option.

The accompanying notes are an integral part of the unaudited condensed financial statements.

RANGE CAPITAL ACQUISITION CORP.

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

CONDENSED STATEMENTS OF OPE RA

For the Three

June 30, 2025

Operating costs

Loss from Operations

Other (expense) income:

Other income (expense):

Change on fair value of over-allotment option liability

2 unchanged sentences

Weighted average redeemable shares outstanding

Basic and diluted net loss per redeemable ordinary share

Basic and diluted net income per redeemable ordinary share

Weighted average non-redeemable

shares outstanding

Basic and diluted net loss per non-redeemable

Basic and diluted net income per non-redeemable

ordinary share

2 unchanged sentences

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2025

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Ordinary Shares

6 unchanged sentences

Allocated value of transaction costs to Class A ordinary shares

Accretion for redeemable ordinary shares to redemption amount

Remeasurement of carrying value to redemption value

Balance – March 31, 2025

The accompanying notes are an integral part of the unaudited condensed financial statements.

Remeasurement of carrying value to redemption value

Balance – June 30, 2025

The accompanying not

es are an integral part of the unaudited condensed financial statements.

RANGE CAPITAL ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

FOR THE SIX MONTHS ENDED JUNE 30, 2025

Cash Flows from Operating Activities:

4 unchanged sentences

Prepaid expenses

Due from Sponsor

Accounts payable and accrued expenses

11 unchanged sentences

investing and financing activities:

Accretion of redeemable ordinary shares to redemption value

Remeasurement of carrying value to redemption value

The accompanying notes are an integral part of the unaudited condensed financial statements.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

ORGANIZATION AND BUSINESS OPERATIONS

2 unchanged sentences

The Company intends to pursue a Business Combination with a target in any industry or geographic region that can benefit from the expertise and capabilities of the Company’s management team.

As of March 31, 2025, the Company had not commenced any operations.

All activity for the period from July 24, 2024 (inception) through March 31, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.

As of June 30, 2025, the Company had not commenced any operations.

All activity for the period from July 24, 2024 (inception) through June 30, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.

The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest.

18 unchanged sentences

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

then in the Trust Account (initially $ 10.05 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

9 unchanged sentences

The Company has until 18 months from the closing of the Initial Public Offering, June 23, 2026, to consummate a Business Combination (the “Combination Period”).

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less $ 100,000 to pay liquidation and dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

However, if the Company has not completed a Business Combination within the Combination Period and the Combination Period is not extended by shareholders pursuant to an amendment to the Company’s amended and restated articles of association, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less $ 100,000 to pay liquidation and dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it would receive if the Company fails to complete a Business Combination within the Combination Period.

3 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims by the Company’s auditors or under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

12 unchanged sentences

as filed with the SEC on March 31, 2025.

The interim results for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

The interim results for the six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

Segment Reporting

11 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

private companies adopt the new or revised standard.

7 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 628,113 and $ 881,853 in cash and no cash equivalents as of March 31, 2025 and December 31, 2024, respectively.

The Company had $ 529,232 and $ 881,853 in cash and no cash equivalents as of June 30, 2025 and December 31, 2024, respectively.

Investments Held in Trust Account

At March 31, 2025 and December 31, 2024, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

At June 30, 2025 and December 31, 2024, 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.

4 unchanged sentences

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

For the three months ended March 31, 2025, the Company did not withdraw any interest earned on the Trust Account.

For the six months ended June 30, 2025, the Company did not withdraw any interest earned on the Trust Account.

Concentration of Credit Risk

1 unchanged sentence

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

As of March 31, 2025, the Company has not experienced losses on this account.

As of June 30, 2025, the Company has not experienced losses on this account.

Offering Costs

2 unchanged sentences

Deferred offering costs consist of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes

.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

3 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

2 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2025 and December 31, 2024.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025 and December 31, 2024.

The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

6 unchanged sentences

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement

,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Fair Value Measurements

The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial

assets and liabilities that are-measured

and reported at fair value at least annually.

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are measured and reported at fair value at each reporting period, and non-financial

assets and liabilities that are measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

15 unchanged sentences

As of December 31, 2024, the over-allotment was outstanding and on January 3, 2025, the underwriters fully exercised their over- allotment option.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

The Company accounts for the Public Rights (as defined in Note 3) and Private Rights (as defined in Note 4) issued in connection with the Initial Public Offering on December 23, 2024 and with the underwriter’s exercise of the over-allotment option on January 3, 2025, and the related private placements in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

4 unchanged sentences

On January 3, 2025, the Company’s underwriters fully exercised their over-allotment option resulting to no shares subject to forfeiture.

At March 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

At June 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted income per share is the same as basic income per share for the period presented.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:

For the Three Months Ended March

Basic and diluted net income per ordinary share:

Non- Redeemable

For the Three Months Ended

June 30, 2025

For the Six Months Ended

June 30, 2025

Basic and diluted net income per share:

Allocation of net income, basic and diluted

5 unchanged sentences

the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in

redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value.

The change in the carrying value of redeemable shares will result in charges against additional paid-in

The change in the carrying value of redeemable shares will result in charges against additional

capital (to the extent available) and accumulated equity.

Accordingly, as March 31, 2025 and December 31, 2024, 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.

As of March 31, 2025 and December 31, 2024, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Accordingly, as June 30, 2025 and December 31, 2024, 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.

As of June 30, 2025 and December 31, 2024, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Ordinary Shares subject to possible redemption

10 unchanged sentences

Balance - March 31, 2025

Remeasurement of carrying value to redemption value

Balance - June 30, 2025

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Recently Issued Accounting Standards

9 unchanged sentences

Liquidity, Capital Resources and Going Concern

As of March 31, 2025, the Company had $ 628,113 in cash and working capital of $ 639,816 .

As of June 30, 2025, the Company had $ 529,232 in cash and working capital of $ 483,417 .

The Company has until June 23, 2026, to consummate the initial Business Combination (assuming no extensions).

19 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

RELATED PARTY TRANSACTIONS

14 unchanged sentences

Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

As of the issuance date of these financial statement, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

As of the issuance date of these financial statements, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares.

16 unchanged sentences

The loan was repaid at the closing of the Initial Public Offering out of the $ 750,000 of offering proceeds that were allocated to the payment of offering expenses.

As of March 31, 2025 and December 31, 2024, the Company had borrowed $ 0 under the promissory note and no other borrowing are permitted under this loan agreement.

As of June 30, 2025 and December 31, 2024, the Company had borrowed $ 0 under the promissory note and no other borrowing are permitted under this loan agreement.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Administration Fee

1 unchanged sentence

The Company will cease payments upon the completion of a Business Combination or a liquidation event.

As of March 31, 2025 and December 31, 2024, the Company incurred $ 32,667 and $ 1,667 , respectively, of administrative services fees which was included in operating expenses on the statement of operations.

At March 31, 2025 and December 31, 2024, $ 0 and $ 1,667 was outstanding and reported as accrued expenses on the accompanying balance sheets.

As of June 30, 2025 and December 31, 2024, the Company incurred $ 62,667 and $ 1,667 , respectively, of administrative services fees which were included in operating expenses on the statement of operations.

At June 30, 2025 and December 31, 2024, $ 0 and $ 1,667 was outstanding and reported as accrued expenses on the accompanying balance sheets, respectively.

Related Party Loans

4 unchanged sentences

The Units would be identical to the Private Placement Units.

As of March 31, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

As of June 30, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

Special Advisors

5 unchanged sentences

Jonathan Rotolo is the brother of Tim Rotolo and William Callanan has no familial relations with the Company’s management or board members.

Consulting Agreement

On June 1, 2025, the Company entered into a Consulting Agreement with Kujo Capital, LLC, a Wyoming limited liability company (“Consultant”) pursuant to which Kujo Capital, LLC agrees to make available the services of Mr.

Al Kucharchuk as Chief Financial Officer of the Company on a consultancy basis.

The agreement is effective through December 31, 2025 , with the Consultant entitled to a monthly fee of $ 7,500 .

For the three and six months ended June 30, 2025, the Company incurred and paid $ 7,500 in consulting fees.

For the three and six months ended June 30, 2024, the Company has no t incurred or paid any consulting fees.

COMMITMENTS AND CONTINGENCIES

15 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Business Combination Marketing Agreement

10 unchanged sentences

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”).

ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted.

The Company is currently evaluating the impact of the new law.

However, none of the tax provisions are expected to have a significant impact on the Company’s financial statements.

Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

SHAREHOLDERS’ EQUITY

— The Company is authorized to issue 100,000,000 prefer ence

shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At March 31, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Ordinary Shares

— The Company is authorized to issue 500,000,000 ordinary shares with a par value of $ 0.0001 per share.

Preference Shares — The Company is authorized to issue 100,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At June 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Ordinary Shares— The Company is authorized to issue 500,000,000 ordinary shares with a par value of $ 0.0001 per share.

Holders of ordinary shares are entitled to one vote for each share.

As of March 31, 2025 and December 31, 2024, there were 4,537,500 and 4,500,000 ordinary shares issued and outstanding, respectively, excluding 11,500,000 and 10,000,000 shares subject to redemption.

At March 31, 2025 and December 31, 2024, shares outstanding includes (i) 3,833,333 Founder Shares, of which an aggregate of up to 500,000 ordinary shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the number of Founder Shares will equal 25 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding Private Placement Shares), (ii) 266,667 EBC Founder Shares, and (iii) 400,000 Private Placement Shares issued at the closing of the Initial Public Offering.

Additionally, March 31, 2025, includes an additional 37,500 ordinary shares acquired upon the exercise of the over-allotment option on January 3, 2025.

Upon the underwriters fully exercising their over-allotment option, no shares were subject to forfeiture related to the over-allotment option.

As of June 30, 2025 and December 31, 2024, there were 4,537,500 and 4,500,000 ordinary shares issued and outstanding, respectively, excluding 11,500,000 and 10,000,000 shares subject to redemption.

At December 31, 2024, shares outstanding includes (i) 3,833,333 Founder Shares, of which an aggregate of up to 500,000 ordinary shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the number of Founder Shares will equal 25 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding Private Placement Shares), (ii) 266,667 EBC Founder Shares, and (iii) 400,000 Private Placement Shares issued at the closing of the Initial Public Offering.

At June 30, 2025, shares outstanding includes (i) 3,833,333 Founder Shares, (ii) 266,667 EBC Founder Shares, and (iii) 400,000 Private Placement Shares issued at the closing of the Initial Public Offering and 37,500 Private Placement Shares issued at the closing of the over-allotment option on January 3, 2025.

Upon the underwriters’ exercise of their over-allotment option in full, no shares were subject to forfeiture related to the over-allotment option.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

— Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth

JUNE 30, 2025

Rights— Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth

(1/10) of one ordinary share upon consummation of the initial Business Combination.

6 unchanged sentences

The following table presents information about the Company’s assets and liabilities that are measured at fair value as of March 31, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

March 31, 2025

The following table presents information about the Company’s assets and liabilities that are measured at fair value as of June 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

June 30, 2025

December 31, 2024

1 unchanged sentence

Over-allotment option liability

At March 31, 2025 and December 31, 2024, investments held in the Trust Account were held in money market funds which are invested primarily in U.S.

At June 30, 2025 and December 31, 2024, investments held in the Trust Account were held in money market funds which are invested primarily in U.S.

Treasury securities.

27 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

As of March 31, 2025, the Company had not commenced any operations.

All activity for the three months ended March 31, 2025 relates to the Company’s formation and the Initial Public Offering.

JUNE 30, 2025

As of June 30, 2025, the Company had not commenced any operations.

All activity for the six months ended June 30, 2025 relates to the Company’s formation and the Initial Public Offering.

The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest.

7 unchanged sentences

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

For the Three Months

Ended March 31,

Ended June 30,

Operating costs

6 unchanged sentences

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this review, the Company did not identify any subsequent events, other than discussed below, that would have required adjustment or disclosure in the financial statements other than disclosed in the Notes.

On April 1, 2025, the Company was notified by Marcum LLP (“Marcum”) that Marcum resigned as the independent registered accounting firm of the Company.

On April 2, 2025, upon Marcum’s resignation as auditors of the Company and with the approval of the Company’s Board of Directors, CBIZ CPAs P.C.

was engaged as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Based upon this review, the Company did not identify any subsequent events, that would have required adjustment or disclosure in the financial statements other than disclosed in the Notes, except for the below.

Effective as of August 11, 2025, Mr.

Tim Rotolo resigned as the Chief Financial Officer of the Company and the board of directors of the Company appointed Mr.

Al Kucharchuk to serve as the Chief Financial Officer of the Company, to fill the vacancy created by Mr.

Tim Rotolo’s resignation.

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

What changed 10-Q

Item 1. Financial Statements