36 unchanged sentences
was engaged as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
+Added: On June 1, 2025, the Company entered into a Consulting Agreement with Kujo Capital, LLC, a Wyoming limited liability company, pursuant to which Kujo Capital, LLC agrees to make available the services of Mr.
+Added: Al Kucharchuk as Chief Financial Officer of the Company on a consultancy basis.
+Added: Effective as of August 11, 2025, Mr.
+Added: Tim Rotolo resigned as the Chief Financial Officer of the Company and the board of directors of the Company appointed Mr.
+Added: Al Kucharchuk to serve as the Chief Financial Officer of the Company, to fill the vacancy created by Mr.
+Added: Tim Rotolo’s resignation.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
−Removed: Our only activities from July 24, 2024 (inception) through March 31, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination.
+Added: Our only activities from July 24, 2024 (inception) through June 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination.
We do not expect to generate any operating revenues until after the completion of our Business Combination.
1 unchanged sentence
We incur expenses as a result of being a public company for legal, financial reporting, accounting and auditing compliance.
−Removed: For the three months ended March 31, 2025, we had net income of $905,990, which consisted of interest earned on marketable securities held in Trust Account of $1,205,409 partially offset by operational costs of $298,973 and change on over-allotment liability of $446.
+Added: For the three months ended June 30, 2025, we had net income of $1,041,339, which consisted of interest earned on marketable securities held in Trust Account of $1,223,605 partially offset by operational costs of $182,266.
+Added: For the six months ended June 30, 2025, we had net income of $1,947,329, which consisted of interest earned on marketable securities held in Trust Account of $2,429,014 partially offset by operational costs of $481,239 and change on over-allotment liability of $446.
Liquidity and Capital Resources
5 unchanged sentences
Upon the underwriters’ full exercise of the over-allotment option, transaction costs amounted to $4,203,522, consisting of $2,156,250 of cash underwriting fee (net of $143,750 underwriters’ reimbursement) and $2,047,272 of other offering costs.
−Removed: For the three months ended March 31, 2025, cash used in operating activities was $272,490.
−Removed: Net loss of $905,990 was affected by interest earned on investments held in the Trust Account of $1,205,409 and change in fair value of over-allotment liability of $446.
+Added: For the six months ended June 30, 2025, cash used in operating activities was $371,371.
+Added: Net income of $1,947,329 was affected by interest earned on investments held in the Trust Account of $2,429,014 and change in fair value of over-allotment liability of $446.
Changes in operating assets and liabilities provided $109,868 of cash for operating activities.
−Removed: As of March 31, 2025, we had investments held in the Trust Account of $116,876,887.
+Added: As of June 30, 2025, we had investments held in the Trust Account of $118,100,492.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination.
To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
−Removed: As of March 31, 2025, we had cash of $628,113.
+Added: As of June 30, 2025, we had cash of $529,232.
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
3 unchanged sentences
Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender.
−Removed: At March 31, 2025 and December 31, 2024, no Working Capital Loans were outstanding.
+Added: At June 30, 2025 and December 31, 2024, no Working Capital Loans were outstanding.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.
6 unchanged sentences
Off-Balance Sheet Arrangements
−Removed: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025.
+Added: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.
We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
26 unchanged sentences
As the changes in fair value have no impact to our cash, changes in fair value of the over-allotment option and derivations from our estimates of fair value have no impact on our cash inflows or outflows.
−Removed: Share Issued to EarlyBirdCapital and Sale of Founders Shares to the Company’s Director’s Nominees and Special Advisors
−Removed: The Company reported its shares issued to EarlyBirdCapital (“EBC”) and the sale of Founder Shares to the Company’s Director’s nominees and special advisors at fair value as the date of the initial public offering.
+Added: Shares Issued to EarlyBirdCapital and Sale of Founders Shares to the Company’s Director’s Nominees and Special Advisors
+Added: The Company reported its shares issued to EBC and the sale of Founder Shares to the Company’s Director’s nominees and special advisors at fair value as the date of the initial public offering.
The fair value of these shares was determined using a Probability Weighted Expected Return Method (“PWERM ”).
13 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.