Financial Statements
+Added: Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024
+Added: Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and for the Period from March 8, 2024(inception) through March 31, 2024
+Added: Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2025 and for the Period from March 8, 2024(inception) through March 31, 2024
+Added: Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and for the Period from March 8, 2024(inception) through March 31, 2024
+Added: Notes to Condensed Consolidated Financial Statements
RISING DRAGON ACQUISITION
−Removed: CONDENSED BALANCE SHEET
−Removed: AS OF SEPTEMBER 30, 2024
−Removed: Current asset:
−Removed: Total current asset:
−Removed: Deferred offering costs
−Removed: LIABILITIES AND SHAREHOLDER’S DEFICIT
+Added: CONDENSED CONSOLIDATED BALANCE SHEETS
+Added: Current assets:
+Added: Prepaid expense
+Added: Total Current Assets
+Added: Investment held in Trust Account
+Added: LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued liabilities
−Removed: Promissory note – related party
+Added: Due to related party
+Added: Total Current Liabilities
+Added: Deferred underwriting compensation
TOTAL LIABILITIES
Commitments and contingencies (Note 7)
−Removed: Shareholder’s deficit:
+Added: Ordinary shares subject to possible redemption, 5,750,000 and 5,750,000 shares issued and outstanding at redemption value of $ 10.25 and $ 10.14 as of March 31, 2025 and December 31, 2024, respectively
+Added: Shareholders’ Deficit:
Preference shares, $ 0.0001 par value;
3 unchanged sentences
55,000,000 shares authorized;
−Removed: 1,437,500 shares issued and outstanding
−Removed: Additional paid-in capital
+Added: 1,749,375 shares issued and outstanding as of March 31, 2025 and December 31, 2024 (excluding 5,750,000 and 5,750,000 shares subject to possible redemption), respectively
Accumulated deficit
−Removed: Total Shareholder’s Deficit
−Removed: TOTAL LIABILITIES AND SHAREHOLDER’S DEFICIT
−Removed: See accompanying notes to unaudited condensed financial
−Removed: RISING DRAGON ACQUISITION
−Removed: CONDENSED STATEMENT OF OPERATIONS
−Removed: FOR THE PERIOD FROM MARCH 8, 2024 (INCEPTION)
−Removed: TO SEPTEMBER 30, 2024
−Removed: September 30,
−Removed: March 8, 2024 (inception)
−Removed: September 30, 2024
+Added: ( 1,579,036 )
+Added: ( 1,435,746 )
+Added: Total Shareholders’ Deficit
+Added: ( 1,578,861 )
+Added: ( 1,435,571 )
+Added: TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
+Added: The accompanying notes are an integral part of
+Added: these condensed consolidated financial statements.
+Added: RISING DRAGON ACQUISITION CORP.
+Added: CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
+Added: Three months ended
Formation and operating costs
−Removed: Basic and diluted weighted average shares outstanding
−Removed: Basic and diluted net loss per share
−Removed: See accompanying notes to unaudited condensed financial
−Removed: RISING DRAGON ACQUISITION
−Removed: CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S
−Removed: FOR THE PERIOD FROM MARCH 8, 2024 (INCEPTION)
−Removed: TO SEPTEMBER 30, 2024
+Added: $ ( 143,290 )
+Added: Other income:
+Added: Interest income earned in investment held in Trust Account
+Added: Total other income
+Added: NET INCOME (LOSS)
+Added: Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption
+Added: Basic and diluted net income per ordinary shares subject to possible redemption
+Added: Basic and diluted weighted average shares outstanding, ordinary shares not subject to possible redemption
+Added: Basic and diluted net loss per ordinary shares not subject to possible redemption
+Added: The accompanying notes are an integral part of
+Added: these condensed consolidated financial statements.
+Added: RISING DRAGON ACQUISITION CORP.
+Added: CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
+Added: IN SHAREHOLDERS’ DEFICIT
+Added: Three Months Ended March 31, 2025
Ordinary shares
−Removed: Shareholder’s
+Added: shareholders’
+Added: January 1, 2025
+Added: $ ( 1,435,746 )
+Added: $ ( 1,435,571 )
+Added: Subsequent remeasurement of ordinary shares subject to redemption
+Added: Balance as of March 31, 2025
+Added: $ ( 1,579,036 )
+Added: $ ( 1,578,861 )
+Added: Period from March 8, 2024 (inception) through March
+Added: Ordinary shares
+Added: shareholders’
Issuance of ordinary shares at inception March 8, 2024
2 unchanged sentences
Balance as of March 31, 2024
−Removed: Balance as of June 30, 2024
−Removed: Balance as of September 30, 2024
−Removed: See accompanying notes to unaudited condensed financial
+Added: The accompanying notes are an integral part of
+Added: these condensed consolidated financial statements.
RISING DRAGON ACQUISITION
−Removed: CONDENSED STATEMENT OF CASH FLOWS
−Removed: FOR THE PERIOD FROM MARCH 8, 2024 (INCEPTION)
−Removed: TO SEPTEMBER 30, 2024
+Added: CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
+Added: Three months ended
+Added: 2024 (inception)
Cash flows from operating activities:
+Added: Net income (loss)
+Added: Adjustments to reconcile net income to net cash used in operating activities
+Added: Interest income earned in cash and investments held in Trust Account
+Added: Change in operating assets and liabilities
+Added: Prepaid expense
+Added: Accrued liabilities
Net cash used in operating activities
Cash flows from financing activities:
−Removed: Proceed from promissory note – related party
−Removed: cash provided by financing activities
+Added: Advance from related party
+Added: Proceeds from promissory note – related party
+Added: Net cash provided by financing activities
NET CHANGE IN CASH
2 unchanged sentences
Non-cash investing and financing activities
+Added: Subsequent remeasurement of ordinary shares subject to redemption
Deferred offering costs paid by a related party
−Removed: Accrued deferred offering costs
Capital contribution paid by a related party
−Removed: See accompanying notes to unaudited condensed financial
+Added: The accompanying notes are an integral part of
+Added: these condensed consolidated financial statements.
RISING DRAGON ACQUISITION
−Removed: NOTES TO CONDENSED FINANCIAL STATEMENTS
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION
2 unchanged sentences
(the “Company”)
−Removed: “we,” “us” or “our”) is a blank check company newly incorporated on March 8, 2024, under the laws
−Removed: of the Cayman Islands for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization,
−Removed: reorganization or similar business combination with one or more businesses or entities (“Business Combination”).
−Removed: The Company’s
−Removed: efforts to identify a prospective target business will not be limited to a particular industry or geographic region.
−Removed: The Company does
−Removed: not have any specific business combination under consideration and the Company has not (nor has anyone on its behalf), directly or indirectly,
−Removed: contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction
−Removed: with the company.
+Added: is a newly organized blank check company incorporated on March 8, 2024 , under the laws of the Cayman Islands for the purpose of acquiring,
+Added: engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into
+Added: contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (“Business
+Added: Combination”).
+Added: The Company is not limited to a particular industry or geographic region for purposes of consummating a Business
The Company is an early-stage company and emerging
1 unchanged sentence
The Company has selected December 31 as its fiscal year end.
−Removed: As of September 30, 2024, the Company had not
+Added: As of March 31, 2025, the Company had not yet
commenced any operations.
−Removed: All activities through September 30, 2024 relate to the Company’s formation and the initial public offering
+Added: All activities through March 31, 2025 relate to the Company’s formation and the initial public offering
(the “Initial Public Offering”).
6 unchanged sentences
On October 15, 2024, the Company consummated the Initial Public Offering
−Removed: of 5,750,000 units (the “Public Units”), which includes 750,000 Public Units upon the full exercise by the underwriter of
−Removed: its over-allotment option, at $ 10.00 per Public Unit, generating gross proceeds of $ 57,500,000 to the Company.
−Removed: Each Public Unit consists
−Removed: of one ordinary share and one right (“Public Rights”).
−Removed: Each Public Right will entitle the holder to receive one-tenth (1/10)
−Removed: of one ordinary share upon consummation of initial business combination.
+Added: of 5,750,000 units (the “Public Units”), which includes 750,000 Public Units upon the full exercise by
+Added: the underwriter of its over-allotment option, at $ 10.00 per Public Unit, generating gross proceeds of $ 57,500,000 to the Company.
+Added: Each Public Unit consists of one ordinary share and one right (“Public Rights”).
+Added: Each whole Public Right
+Added: will entitle the holder to receive one-tenth (1/10) ordinary share upon consummation of initial business combination.
Simultaneously with the closing of the Initial
−Removed: Public Offering, the Company consummated the sale of 254,375 units (the “Private Placement Units”) at a price of $ 10.00 per
−Removed: Private Placement Unit in a private placement to Aurora Beacon LLC (the “Sponsor”), generating gross proceeds of $ 2,543,750
−Removed: to the Company.
−Removed: Each Private Placement Unit consists of one Private Placement Share and one right (“Private Placement Right”).
−Removed: Each Private Placement Right will entitle the holder to receive one-tenth (1/10) of one ordinary share upon consummation of the initial
−Removed: business combination.
+Added: Public Offering, the Company consummated the sale of 254,375 units (the “Private Placement Units”) at a price of
+Added: $ 10.00 per Private Placement Unit in a private placement to Aurora Beacon LLC (the “Sponsor”), generating gross proceeds
+Added: of $ 2,543,750 to the Company.
+Added: Each Private Placement Unit consists of one Private Placement Share and one right
+Added: (“Private Placement Right”).
+Added: Each Private Placement Right will entitle the holder to receive one-tenth (1/10) ordinary share
+Added: upon consummation of the initial business combination.
Transaction costs amounted to $ 3,431,288 , consisting
−Removed: of $ 1,006,250 of underwriting commissions, $ 1,868,750 of deferred underwriting commissions and $ 556,288 of other offering costs.
−Removed: Following the closing of the Initial Public Offering,
−Removed: $ 57,787,500 of cash was held in trust with Continental Stock Transfer & Trust Company.
−Removed: On October 15, 2024, $ 690,369 of cash was released
−Removed: to the Company and used for the Company’s future working capital needs.
+Added: of $ 1,006,250 of underwriting commissions, $ 1,868,750 of deferred underwriting commissions and $ 556,288 of other offering
The Company listed the Units on the Nasdaq Capital
4 unchanged sentences
NASDAQ rules provide that the Business Combination must be with one or more target
−Removed: businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (as defined below) (less any
−Removed: deferred underwriting commissions and interest released to pay taxes payable) at the time of the signing a definitive agreement in connection
−Removed: with a Business Combination.
−Removed: The Company will only complete a Business Combination if the post-Business Combination company owns or acquires
−Removed: 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for
−Removed: it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment
−Removed: Company Act”).
+Added: businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (as defined below) (less
+Added: any deferred underwriting commissions and interest released to pay taxes payable) at the time of the signing a definitive agreement in
+Added: connection with a Business Combination.
+Added: The Company will only complete a Business Combination if the post-Business Combination company
+Added: owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the
+Added: target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended
+Added: (the “Investment Company Act”).
There is no assurance that the Company will be able to successfully effect a Business Combination.
−Removed: Upon the closing
−Removed: of the Initial Public Offering, management has agreed that at least $ 10.05 per Unit, including the proceeds of the sale of the Private
−Removed: Units will be held in a trust account (“Trust Account”) and invested in U.S.
−Removed: government securities, within the meaning set
−Removed: forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open-ended investment company
−Removed: that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by
−Removed: the Company, until the earlier of:
−Removed: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account
−Removed: to the Company’s shareholder, as described below.
+Added: Upon the closing of the Initial Public Offering, management has agreed that at least $ 10.05 per Unit, including the proceeds of the
+Added: sale of the Private Units will be held in a trust account (“Trust Account”) and invested in U.S.
+Added: government securities, within
+Added: the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any
+Added: open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment
+Added: Company Act, as determined by the Company, until the earlier of:
+Added: (i) the consummation of a Business Combination or (ii) the distribution
+Added: of the funds in the Trust Account to the Company’s shareholder, as described below.
The Company will provide its shareholders with
13 unchanged sentences
The Company will proceed with a Business Combination
−Removed: if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation of a Business Combination,
−Removed: or otherwise we are exempt from the provisions of Rule 419 promulgated under the Securities Act (so that we are not subject to the SEC’s
−Removed: “penny stock” rules), and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted
−Removed: in favor of the Business Combination.
−Removed: If a shareholder vote is not required and the Company does not decide to hold a shareholder vote
−Removed: for business or other legal reasons, the Company will, pursuant to its Memorandum and Articles of Association, offer such redemption pursuant
−Removed: to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially
−Removed: the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.
+Added: if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation of a Business
+Added: Combination, or otherwise we are exempt from the provisions of Rule 419 promulgated under the Securities Act (so that we are not subject
+Added: to the SEC’s “penny stock” rules), and, if the Company seeks shareholder approval, a majority of the outstanding shares
+Added: voted are voted in favor of the Business Combination.
+Added: If a shareholder vote is not required and the Company does not decide to hold a
+Added: shareholder vote for business or other legal reasons, the Company will, pursuant to its Memorandum and Articles of Association, offer
+Added: such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer
+Added: documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business
The Company’s initial shareholders (the
3 unchanged sentences
of Association that would stop the public shareholders from converting or selling their shares to the Company in connection with a Business
−Removed: Combination or affect the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does
−Removed: not complete a Business Combination within the Combination Period (as defined below) unless the Company provides public shareholders with
−Removed: the opportunity to redeem their Public Shares for cash from the Trust Account in connection with any such vote;
+Added: Combination or affect the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company
+Added: does not complete a Business Combination within the Combination Period (as defined below) unless the Company provides public shareholders
+Added: with the opportunity to redeem their Public Shares for cash from the Trust Account in connection with any such vote;
(c) not to redeem
2 unchanged sentences
in connection with a Business Combination) or a vote to amend the provisions of the Memorandum and Articles of Association relating to
−Removed: shareholder’s rights of pre-Business Combination activity and (d) that the founder shares and Private Placement Shares
+Added: shareholders’ rights of pre-Business Combination activity and (d) that the founder shares and Private Placement Shares
shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.
2 unchanged sentences
after the Initial Public Offering if the Company fails to complete its Business Combination.
−Removed: The Company will have 15 months (or up to
−Removed: 21 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business Combination
−Removed: by the full amount of time, as described in more detail in the final prospectus relating to the Initial Public Offering, dated October
−Removed: 10, 2024, filed with the SEC by the Company on October 11, 2024) (the “Final Prospectus”) from the closing of the Initial
−Removed: Public Offering to consummate a Business Combination (the “Combination Period”).
+Added: The Company will have until January 14, 2026
+Added: initially to consummate a Business Combination.
If the Company is unable to complete a Business
Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly
−Removed: as reasonably possible but no more than ten business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price,
−Removed: payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable),
+Added: as reasonably possible but no more than ten business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share
+Added: price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable),
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
10 unchanged sentences
business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below
−Removed: $ 10.05 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third
−Removed: party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s
+Added: $ 10.05 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by
+Added: a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s
indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act
6 unchanged sentences
waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
+Added: On January 27, 2025, the Company, Xpand Boom Technology
+Added: Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“Purchaser”), Xpand Boom Solutions Inc.,
+Added: a Cayman Islands exempted company and a wholly-owned subsidiary of Purchaser (“Merger Sub,” together with RDAC, Purchaser,
+Added: the “Purchaser Parties”), HZJL Cayman Limited, a Cayman Islands exempted company (“HZJL”), certain shareholder
+Added: of HZJL (“Principal Shareholder”), and Mr.
+Added: Bin Xiong, as representative of the Principal Shareholder of HZJL, entered into
+Added: a Merger Agreement (the “Agreement”).
+Added: Upon the closing of the transactions contemplated
+Added: by the Agreement, the Company will merge with and into Purchaser, resulting in all the Company’s shareholders becoming shareholders
+Added: of the Purchaser.
+Added: Concurrently therewith, Merger Sub will merge with and into HZJL, resulting in Purchaser acquiring 100 % of the
+Added: issued and outstanding equity securities of HZJL (the “Acquisition Merger”).
+Added: Upon the closing of the Acquisition Merger, the
+Added: ordinary shares of Purchaser issued shall be reclassified into class A ordinary shares (“Purchaser Class A Ordinary Shares”)
+Added: and class B ordinary shares (“Purchaser Class B Ordinary Shares , ” together with Purchaser Class A Ordinary Shares,
+Added: “Purchaser Ordinary Shares”) where each Purchaser Class A Ordinary Share shall be entitled to one (1) vote on all
+Added: matters subject to a vote at general and special meetings of the post-closing company and each Purchaser Class B Ordinary Share shall
+Added: be entitled to 10 votes on all matters subject to a vote at general and special meetings of the post-closing company.
+Added: The aggregate consideration to be paid to HZJL
+Added: shareholders for the Acquisition Merger is $ 350 million, payable in newly issued Purchaser Ordinary Shares (the “Closing Payment
+Added: Shares”), valued at $ 10.00 per share.
Going Concern Consideration
−Removed: As of September 30, 2024, the Company
−Removed: had cash of $ 100 and a working capital deficit of $ 182,336 .
−Removed: Subsequent to the consummation of the IPO, the Company’s liquidity has
−Removed: been satisfied through the net proceeds from the IPO and the Private Placement.
−Removed: The Company has incurred and expects to continue to incur
−Removed: significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation
−Removed: of a Business Combination.
−Removed: The Company will have until 15 months
−Removed: (or up to 21 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business
−Removed: Combination by the full amount of time, as described in more detail in the Final Prospectus from the closing of the Initial Public Offering
−Removed: to consummate a Business Combination.
−Removed: If the Company does not complete a Business Combination within the Combination Period, the Company
−Removed: will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business
−Removed: days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then
−Removed: on deposit in the Trust Account, including interest earned (net of taxes payable), which redemption will completely extinguish public
−Removed: shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable
−Removed: law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and
−Removed: the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject
−Removed: in each case to its obligations to provide for claims of creditors and the requirements of applicable law.
−Removed: There is a possibility that
−Removed: a business combination might not happen within the 15-month (or 21-month if extended as described in the Final Prospectus) period from
−Removed: the date of the auditors’ report.
−Removed: In connection with the Company’s
−Removed: assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “ Disclosures
−Removed: of Uncertainties about an Entity’s Ability to Continue as a Going Concern ,” management has determined that if the Company
−Removed: is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the IPO, the
−Removed: requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt
−Removed: about the ability to continue as a going concern.
−Removed: The unaudited condensed financial statements do not include any adjustments that might
−Removed: result from the outcome of this uncertainty.
+Added: As of March 31, 2025, the Company had cash of
+Added: $ 270,259 and a working capital of $ 289,889 .
+Added: Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied
+Added: through the net proceeds from the IPO and the Private Placement.
+Added: The Company has incurred and expects to continue to incur significant
+Added: professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of
+Added: a Business Combination.
+Added: The Company will have until 15 months (or up to
+Added: 21 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business Combination
+Added: by the full amount of time, as described in more detail in the Final Prospectus from the closing of the Initial Public Offering) to consummate
+Added: a Business Combination.
+Added: If the Company does not complete a Business Combination within the Combination Period, the Company will (i) cease
+Added: all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter,
+Added: redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
+Added: in the Trust Account, including interest earned (net of taxes payable), which redemption will completely extinguish public shareholders’
+Added: rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
+Added: as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s
+Added: board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case
+Added: to its obligations to provide for claims of creditors and the requirements of applicable law.
+Added: There is a possibility that a business combination
+Added: might not happen within the 15-month (or 21-month if extended as described in the Final Prospectus) period.
+Added: In connection with the Company’s assessment
+Added: of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties
+Added: about an Entity’s Ability to Continue as a Going Concern ,” management has determined that if the Company is unsuccessful
+Added: in consummating an initial business combination within the prescribed period of time from the closing of the IPO, the requirement that
+Added: the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability
+Added: to continue as a going concern.
+Added: The condensed consolidated financial statements do not include any adjustments that might result from
+Added: the outcome of this uncertainty.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1 unchanged sentence
These accompanying
−Removed: unaudited condensed financial statements have been prepared in accordance with
−Removed: accounting principles generally accepted in the United States of America (“U.S.
−Removed: GAAP”) for interim financial statements and
−Removed: Article 8 of Regulation S-X.
−Removed: They do not include all of the information and notes required by U.S.
+Added: condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
+Added: States of America (“U.S.
+Added: GAAP”) for interim financial statements and Article 8 of Regulation S-X.
+Added: They do not include all
+Added: of the information and notes required by U.S.
GAAP for complete financial statements.
−Removed: Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S.
−Removed: GAAP have been
−Removed: condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.
−Removed: Accordingly, they do not include
−Removed: all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.
−Removed: the opinion of management, the accompanying unaudited condensed financial statements
−Removed: include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position,
−Removed: operating results and cash flows for the period presented.
+Added: The condensed consolidated financial statements
+Added: should be read in conjunction with the Company’s financial statements and notes thereto for the period from March 8, 2024 (Inception)
+Added: to December 31, 2024 included in the Company’s Form 10-K filed with the SEC on March 26, 2025.
+Added: Certain information or footnote disclosures
+Added: normally included in financial statements prepared in accordance with U.S.
+Added: GAAP have been condensed or omitted, pursuant to the rules
+Added: and regulations of the SEC for interim financial reporting.
+Added: Accordingly, they do not include all the information and footnotes necessary
+Added: for a complete presentation of financial position, results of operations, or cash flows.
+Added: In the opinion of management, the accompanying
+Added: condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for
+Added: a fair presentation of the financial position, operating results and cash flows for the periods presented.
+Added: ● Principles of consolidation
+Added: The condensed consolidated financial statements
+Added: include the condensed financial statements of the Company and its subsidiaries.
+Added: All significant intercompany transactions and balances
+Added: between the Company and its subsidiaries are eliminated upon consolidation.
+Added: A subsidiary is the entity in which the Company,
+Added: directly or indirectly, controls more than one half of the voting power;
+Added: or has the power to govern the financial and operating policies,
+Added: to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
+Added: The accompanying condensed consolidated financial
+Added: statements reflect the activities of the Company and each of the following entities:
+Added: Name Background Ownership
+Added: Xpand Boom Technology Inc.
+Added: (“Acquirer”) A Cayman Islands company
+Added: Incorporated on January 7, 2025 100 % owned by the Company
+Added: Xpand Boom Solutions Inc.
+Added: A Cayman Islands company
+Added: Incorporated on January 7, 2025 100 % owned by the Acquirer
● Emerging growth company
17 unchanged sentences
This may make comparison
−Removed: of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth
−Removed: company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
−Removed: standards used.
+Added: of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company
+Added: nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
+Added: differences in accounting standards used.
● Use of estimates
−Removed: In preparing these unaudited condensed financial
+Added: In preparing these condensed consolidated financial
statements in conformity with U.S.
GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities
−Removed: and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported expenses
+Added: and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported expenses
during the reporting period.
2 unchanged sentences
It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
−Removed: that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could
−Removed: change in the near term due to one or more future confirming events.
+Added: that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate,
+Added: could change in the near term due to one or more future confirming events.
Accordingly, actual results may differ from these estimates.
2 unchanged sentences
with an original maturity of three months or less when purchased to be cash equivalents.
−Removed: The company had $ 100 in cash as of September
−Removed: The Company did not have any cash equivalents as of September 30, 2024.
+Added: The company had $ 270,259 and $ 392,679 in
+Added: cash as of March 31, 2025 and December 31, 2024, respectively.
+Added: The Company did not have any cash equivalents as of March 31, 2025 and
+Added: December 31, 2024.
+Added: ● Investment held in Trust Account
+Added: At March 31, 2025 and December 31, 2024, substantially
+Added: all of the assets held in the Trust Account were held in cash.
+Added: This is presented on the condensed consolidated balance sheet at fair value
+Added: at the end of each reporting period.
+Added: Earnings on these cash funds are included in interest income in the accompanying condensed consolidated
+Added: statements of operations.
+Added: The fair value is determined using quoted market prices in active markets.
● Concentration of credit risk
5 unchanged sentences
Deferred offering costs consist of underwriting,
−Removed: legal and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that will
−Removed: be charged to shareholder’s equity upon the completion of the Initial Public Offering.
+Added: legal and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged
+Added: to shareholders’ equity upon the completion of the Initial Public Offering.
● Income taxes
2 unchanged sentences
Under this method, deferred tax assets
−Removed: and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts
−Removed: of existing assets and liabilities and their respective tax basis.
−Removed: Deferred tax assets and liabilities are measured using enacted income
−Removed: tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
−Removed: Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
+Added: and liabilities are recognized for the future tax consequences attributable to differences between the condensed consolidated financial
+Added: statement carrying amounts of existing assets and liabilities and their respective tax basis.
+Added: Deferred tax assets and liabilities are
+Added: measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected
+Added: to be recovered or settled.
+Added: Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
+Added: period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how
−Removed: companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to
−Removed: be taken on a tax return.
−Removed: Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely
−Removed: than not the position will be sustained upon examination by the tax authorities.
−Removed: The Company’s management determined that the Cayman
−Removed: Islands is the Company’s major tax jurisdiction.
−Removed: The Company recognizes accrued interest and penalties related to unrecognized tax
−Removed: benefits, if any, as income tax expense.
−Removed: There were no unrecognized tax benefits and no amounts accrued for interest and penalties as
−Removed: of September 30, 2024.
−Removed: The Company is currently not aware of any issues under review that could result in significant payments, accruals
−Removed: or material deviation from its position.
+Added: companies should recognize, measure, present, and disclose in the condensed consolidated financial statements uncertain tax positions
+Added: taken or expected to be taken on a tax return.
+Added: Under ASC 740, tax positions must initially be recognized in the condensed consolidated
+Added: financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.
+Added: The Company’s
+Added: management determined that the Cayman Islands is the Company’s major tax jurisdiction.
+Added: The Company recognizes accrued interest and
+Added: penalties related to unrecognized tax benefits, if any, as income tax expense.
+Added: There were no unrecognized tax benefits and no amounts
+Added: accrued for interest and penalties as of March 31, 2025 and December 31, 2024.
+Added: The Company is currently not aware of any issues under
+Added: review that could result in significant payments, accruals or material deviation from its position.
The Company may be subject to potential examination
8 unchanged sentences
As such, the Company’s tax provision was zero for the periods presented.
−Removed: ● Ordinary share subject to possible redemption
+Added: ● Ordinary shares subject to possible redemption
The Company accounts for its ordinary shares subject
to possible redemption in accordance with the guidance in ASC 480.
−Removed: Ordinary share subject to mandatory redemption (if any) is classified
+Added: Ordinary shares subject to mandatory redemption (if any) is classified
as a liability instrument and is measured at fair value.
2 unchanged sentences
solely within the Company’s control) are classified as temporary equity.
−Removed: At all other times, ordinary shares are classified as shareholder’s
+Added: At all other times, ordinary shares are classified as shareholders’
+Added: The Company’s ordinary shares feature certain redemption rights that are subject to the occurrence of uncertain future events
+Added: and considered to be outside of the Company’s control.
+Added: Accordingly, as of March 31, 2025 and December 31, 2024, 5,750,000 and 5,750,000
+Added: ordinary shares subject to possible redemption, are presented as temporary equity, outside of the shareholders’ equity section of
+Added: the Company’s condensed consolidated balance sheets.
● Rights accounting
43 unchanged sentences
Changes in the estimated fair value of the
−Removed: rights are recognized as a non-cash gain or loss on the unaudited condensed statement of operations.
+Added: rights are recognized as a non-cash gain or loss on the condensed consolidated statements of operations.
As the rights issued upon the IPO and private
placements meet the criteria for equity classification under ASC 815, therefore, the rights are classified as equity.
−Removed: ● Net loss per share
−Removed: complies with accounting and disclosure requirements of ASC Topic 260, “ Earnings Per Share ”.
−Removed: Net loss per share is
−Removed: computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period.
−Removed: At September 30, 2024,
−Removed: the Company only issued one class of shares and did not have any dilutive securities and other contracts that could, potentially, be exercised
−Removed: or converted into ordinary shares and then share in the earnings of the Company.
−Removed: As a result, diluted loss per share is the same as basic
−Removed: loss per share for the periods presented.
+Added: ● Net income (loss) per share
+Added: calculates net income (loss) per share in accordance with ASC Topic 260, “Earnings per Share.” In order to
+Added: determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the
+Added: undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed
+Added: income (loss) is calculated using the total net income (loss) less any dividends paid.
+Added: The Company then allocated the undistributed income
+Added: (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares.
+Added: remeasurement of the accretion to the redemption value of the ordinary shares subject to possible redemption was considered to be dividends
+Added: paid to the public stockholders.
+Added: Accretion associated with the redeemable shares of ordinary share is excluded from earnings per share
+Added: as the redemption value approximates fair value.
+Added: income (loss) per share presented in the condensed consolidated statements of operations
+Added: is based on the following:
+Added: THREE MONTHS ENDED MARCH 31,
+Added: (INCEPTION) TO
+Added: Ordinary Shares
+Added: Non-Redeemable
+Added: Ordinary Shares
+Added: Ordinary Shares
+Added: Non-Redeemable
+Added: Ordinary Shares
+Added: Basic and diluted net income (loss) per share:
+Added: Interest income earned in investments held in Trust Account
+Added: Total expenses
+Added: Total allocation to redeemable and non-redeemable ordinary shares
+Added: $ ( 139,375 )
+Added: Denominators:
+Added: Weighted-average shares outstanding
+Added: Basic and diluted net income (loss) per share
● Related parties
7 unchanged sentences
liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement ,” approximates the
−Removed: carrying amounts represented in the accompanying unaudited balance sheet, primarily due to their short-term nature.
+Added: carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature.
+Added: The Company applies ASC 820, which establishes
+Added: a framework for measuring fair value and clarifies the definition of fair value within that framework.
+Added: ASC 820 defines fair value as an
+Added: exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or
+Added: most advantageous market in an orderly transaction between market participants on the measurement date.
+Added: The fair value hierarchy established
+Added: in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring
+Added: Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed
+Added: based on market data obtained from sources independent of the reporting entity.
+Added: Unobservable inputs reflect the entity’s own assumptions
+Added: based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or
+Added: liability and are to be developed based on the best information available in the circumstances.
+Added: Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.
+Added: Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
+Added: Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
+Added: Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
+Added: The following table presents information about
+Added: the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2025 and December 31,
+Added: 2024, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
+Added: Investment held in Trust Account
+Added: Investment held in Trust Account
● Recent accounting pronouncements
−Removed: In August 2020, the Financial Accounting
−Removed: Standards Board (“FASB”) issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
−Removed: and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):
−Removed: Accounting for Convertible Instruments and Contracts in an Entity’s
−Removed: Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required
−Removed: under current GAAP.
−Removed: The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope
−Removed: exception, and it simplifies the diluted earnings per share calculation in certain areas.
−Removed: ASU 2020-06 is effective January 1, 2024 and
−Removed: should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.
−Removed: The Company’s
−Removed: management does not believe the adoption of ASU 2020-06 will have a material impact on its financial statements and disclosures.
−Removed: In December 2023, the FASB issued ASU 2023-09,
−Removed: Income Taxes (Topic 740):
−Removed: Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information
−Removed: within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.
−Removed: ASU 2023-09 is effective
−Removed: for fiscal years beginning after December 15, 2024.
−Removed: Early adoption is permitted.
−Removed: The Company’s management does not believe
−Removed: the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.
−Removed: Management does not believe that any other
−Removed: recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the
−Removed: Company’s unaudited financial statements.
+Added: Management does not believe that any recently
+Added: issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed
+Added: consolidated financial statements.
INITIAL PUBLIC OFFERING
−Removed: On October 15, 2024, the Company sold
−Removed: 5,750,000 Public Units, which includes 750,000 Public Units upon the full exercise by the underwriter of its over-allotment option, at
−Removed: a purchase price of $ 10.00 per Public Unit.
+Added: On October 15, 2024, the Company sold 5,750,000 Public
+Added: Units, which includes 750,000 Public Units upon the full exercise by the underwriter of its over-allotment option, at a purchase
+Added: price of $ 10.00 per Public Unit.
Each Unit consists of one ordinary share
and one Public Right.
−Removed: Each whole Public Right entitles the holder to receive one-tenth (1/10) ordinary share upon consummation of initial
−Removed: business combination.
+Added: Each whole Public Right entitles the holder to receive one-tenth (1/10) ordinary share upon consummation
+Added: of initial business combination.
All of the 5,750,000 public shares sold
15 unchanged sentences
Simultaneously with the closing of the Initial
−Removed: Public Offering, the Company consummated a private placement of 254,375 Private Placement Units, at a price of $ 10.00 per Private Placement
−Removed: Each Private Placement Unit consists of one Private Placement Share and one Private Placement Right.
−Removed: Each Private Placement Right
−Removed: entitles the holder to receive one-tenth (1/10) of one ordinary share upon consummation of the initial business combination.
+Added: Public Offering, the Company consummated a private placement of 254,375 Private Placement Units, at a price of $ 10.00 per
+Added: Private Placement Unit.
+Added: Each Private Placement Unit consists of one Private Placement Share and one Private Placement
+Added: Each Private Placement Right entitles the holder to receive one-tenth (1/10) of one ordinary share upon consummation of the initial
+Added: business combination.
The Private Placement Units are identical to the
3 unchanged sentences
share at par value of $ 0.0001 and surrendered such share on March 29, 2024.
−Removed: On March 29, 2024, the Company authorized to issue
−Removed: an aggregate of 1,437,500 founder shares at par value of $ 0.0001 to the initial shareholder, including an aggregate of 187,500 ordinary
+Added: On March 29, 2024, the Company authorized to issue an
+Added: aggregate of 1,437,500 founder shares at par value of $ 0.0001 to the initial shareholder, including an aggregate of 187,500 ordinary
shares subject to forfeiture by the sponsor to the extent that the underwriters’ over-allotment option is not exercised in
−Removed: full or in part, so that the initial shareholder will collectively own 20 % of the issued and outstanding shares after the Initial Public
−Removed: Offering (excluding the sale of the Private Units and assuming the initial shareholder does not purchase any Units in the Initial
−Removed: Public Offering) (see Note 6) for an aggregate purchase price of $ 25,000 .
−Removed: On October 10, 2024, the underwriters exercised the over-allotment
−Removed: option in full, so those 187,500 founder shares are no longer subject to forfeiture.
+Added: full or in part, so that the initial shareholder will collectively own 20 % of the issued and outstanding shares after the Initial
+Added: Public Offering (excluding the sale of the Private Units and assuming the initial shareholder does not purchase any Units in
+Added: the Initial Public Offering) (see Note 6) for an aggregate purchase price of $ 25,000 .
+Added: On October 10, 2024, the underwriters exercised
+Added: the over-allotment option in full, so those 187,500 founder shares are no longer subject to forfeiture.
On October 15, 2024, the Company consummated the
−Removed: sale of 254,375 Private Placement Units at a price of $ 10.00 per Private Placement Unit in a private placement to the Sponsor, generating
−Removed: gross proceeds of $ 2,543,750 to the Company.
−Removed: Note — Related Party
−Removed: On March 29, 2024, the Company issued an unsecured
−Removed: promissory note to the sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 (the “Promissory
−Removed: The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2024, (ii) the consummation of
−Removed: the Initial Public Offering or (iii) the abandonment of the Initial Public Offering.
−Removed: As of September
−Removed: 30, 2024 , the aggregate amounts of $ 162,324 were drawn down from
−Removed: the Promissory Note.
−Removed: SHAREHOLDER’S DEFICIT
−Removed: The Company is authorized to issue 500,000 preference
+Added: sale of 254,375 Private Placement Units at a price of $ 10.00 per Private Placement Unit in a private placement to the Sponsor,
+Added: generating gross proceeds of $ 2,543,750 to the Company.
+Added: Related Party
+Added: As of March 31, 2025 and December 31, 2024, the
+Added: Company had a temporary advance of $ 2,870 and $ 0 from the Sponsor, respectively.
+Added: The balance is unsecured, interest-free and
+Added: has no fixed terms of repayment.
+Added: SHAREHOLDERS’ DEFICIT
+Added: Preferred shares
+Added: The Company is authorized to issue 500,000 ordinary
shares, at par value of $ 0.0001 .
−Removed: As of September 30, 2024, no preference shares were issued and outstanding.
+Added: As of March 31, 2025 and December 31, 2024, no Preference Shares were issued and outstanding.
Ordinary shares
−Removed: Company is authorized to issue 55,000,000 ordinary shares, at par value of $ 0.0001 .
−Removed: Holders of the Company’s ordinary shares are
−Removed: entitled to one vote for each share.
−Removed: of September 30,2024, 1,437,500 ordinary shares at par value of $ 0.0001 were
−Removed: issued and outstanding.
+Added: The Company is authorized to issue 55,000,000 ordinary
+Added: shares, at par value of $ 0.0001 .
+Added: Holders of the Company’s ordinary shares are entitled to one vote for each share.
+Added: As of March 31, 2025 and December 31, 2024, there
+Added: were 1,749,375 and 1,749,375 ordinary shares issued and outstanding and excluding 5,750,000 and 5,750,000 ordinary
+Added: shares subject to possible redemption, respectively.
Each holder of a right will receive one-tenth
−Removed: (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by
−Removed: it in connection with a Business Combination.
+Added: (1/10) ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in
+Added: connection with a Business Combination.
No fractional shares will be issued upon exchange of the rights.
−Removed: No additional consideration
−Removed: will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination
−Removed: as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering.
−Removed: If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the
−Removed: definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares
−Removed: will receive in the transaction on an as-converted into ordinary share basis and each holder of a right will be required to affirmatively
−Removed: convert its rights in order to receive 1/10 share underlying each right (without paying additional consideration).
−Removed: The shares issuable
−Removed: upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).
+Added: No additional consideration will
+Added: be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as
+Added: the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering.
+Added: the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive
+Added: agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive
+Added: in the transaction on an as-converted into ordinary share basis and each holder of a right will be required to affirmatively convert
+Added: its rights in order to receive 1/10 share underlying each right (without paying additional consideration).
+Added: The shares issuable upon exchange
+Added: of the rights will be freely tradable (except to the extent held by affiliates of the Company).
COMMITMENTS AND CONTINGENCIES
Registration Rights
−Removed: Pursuant to an agreement entered into on the date
−Removed: of the Final Prospectus, the Company’s initial shareholders and their permitted transferees can demand that the Company register
−Removed: for resale the founder shares, the Private Units and the underlying private shares and private rights, and the units issuable upon conversion
−Removed: of working capital loans and the underlying ordinary shares and rights.
−Removed: The holders are entitled to make up to three demands, excluding
−Removed: short form demands, that the Company registers such securities.
−Removed: Notwithstanding anything to the contrary, any holder that is affiliated
−Removed: with an underwriter participating in the Initial Public Offering may only make a demand on one occasion and only during the five-year
−Removed: period beginning on the effective date of the registration statement of which the Final Prospectus forms a part.
−Removed: In addition, the holders
−Removed: have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a
−Removed: business combination;
−Removed: provided that any holder that is affiliated with an underwriter participating in the Initial Public Offering may
−Removed: participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration
−Removed: statement of which the Final Prospectus forms a part.
−Removed: The Company will bear the expenses incurred in connection with the filing of any
−Removed: such registration statements.
+Added: The holders of the founder shares, Private Placement
+Added: Units sold in a private placement (and their underlying securities) and any Units that may be issued upon conversion of the working capital
+Added: loans (and underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior
+Added: to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale.
+Added: The holders of
+Added: these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities.
+Added: In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
+Added: to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule
+Added: 415 under the Securities Act.
+Added: The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a 45 -day
−Removed: option to purchase up to 750,000 Units (over and above 5,000,000 Units referred to above) solely to cover over-allotments at the Initial
−Removed: Public Offering price, less the underwriting discounts and commissions.
−Removed: On October 10, 2024, the underwriters fully exercised the over-allotment
−Removed: option to purchase 750,000 Public Units, generating gross proceeds to the Company of $ 7,500,000 .
+Added: option to purchase up to 750,000 Units (over and above 5,000,000 Units referred to above) solely to cover over-allotments
+Added: at the Initial Public Offering price, less the underwriting discounts and commissions.
+Added: On October 15, 2024, the underwriters fully exercised
+Added: the over-allotment option to purchase 750,000 Public Units, generating gross proceeds to the Company of $ 7,500,000 .
The underwriters are entitled to a cash underwriting
−Removed: discount of 5.0 % of the gross proceeds of the Initial Public Offering, and the balance of $ 1,868,750 payable to the underwriters as deferred
−Removed: underwriting discounts will be paid upon the closing of the Business Combination.
+Added: discount of 1.75 % of the gross proceeds of the Initial Public Offering, and the balance of $ 1,868,750 will be paid upon the
+Added: closing of the Business Combination.
Representative Shares
−Removed: The Company issued 57,500 representative shares
−Removed: to the underwriters as part of the underwriting compensation.
−Removed: The representative shares have been deemed compensation by FINRA and are
−Removed: therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in this
−Removed: offering pursuant to FINRA Rule 5110(e)(1).
−Removed: Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any
−Removed: hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person
−Removed: for a period of 180 days immediately following the date of the commencement of sales in this offering, nor may they be sold, transferred,
−Removed: assigned, pledged or hypothecated for a period of 180 days immediately following the date of the commencement of sales in this offering
+Added: The Company issued 57,500 representative
+Added: shares to the underwriters as part of the underwriting compensation.
+Added: The representative shares have been deemed compensation by FINRA
+Added: and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales
+Added: in the IPO pursuant to FINRA Rule 5110(e)(1).
+Added: Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of
+Added: any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person
+Added: for a period of 180 days immediately following the date of the commencement of sales in the IPO, nor may they be sold, transferred,
+Added: assigned, pledged or hypothecated for a period of 180 days immediately following the date of the commencement of sales in the IPO
except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.
+Added: SEGMENT INFOMRATION
+Added: ASC Topic 280, Segment Reporting , establishes
+Added: standards for companies to report in their condensed consolidated financial statement information about operating segments, products,
+Added: services, geographic areas, and major customers.
+Added: Operating segments are defined as components of an enterprise for which separate financial
+Added: information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group,
+Added: in deciding how to allocate resources and assess performance.
+Added: The Company’s CODM has been identified as
+Added: the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources
+Added: and assessing financial performance.
+Added: Accordingly, management has determined that the Company only has one operating segment.
+Added: When evaluating the Company’s performance
+Added: and making key decisions regarding resource allocation, the CODM reviews several key metrics, which includes formation and operating costs
+Added: and interest and dividend earned on investments held in Trust Account which are included in the accompanying condensed consolidated statements
+Added: of operations.
+Added: The key measures of segment profit or loss reviewed
+Added: by the CODM are earned on investments held in Trust Account and formation and operating costs.
+Added: The CODM reviews earned on investments
+Added: held in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust
+Added: Account funds while maintaining compliance with the trust agreement.
+Added: Formation and operating costs are reviewed and monitored by the CODM
+Added: to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period.
+Added: The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned
+Added: with all agreements and budget.
SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
−Removed: that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were available to be issued.
−Removed: Other than as described in these unaudited condensed financial statements, the Company did not identify any subsequent events that would
−Removed: have required adjustment or disclosure in the unaudited condensed financial statements, other that as noted below.
−Removed: On October 15, 2024, the Company consummated the
−Removed: Initial Public Offering of 5,750,000 Public Units, which includes 750,000 Public Units upon the full exercise by the underwriter of its
−Removed: over-allotment option, at $ 10.00 per Public Unit, generating gross proceeds of $ 57,500,000 to the Company.
−Removed: Simultaneously with the closing of the Initial
−Removed: Public Offering, the Company consummated the sale of 254,375 Private Placement Units at a price of $ 10.00 per Private Placement Unit in
−Removed: a private placement to the Sponsor, generating gross proceeds of $ 2,543,750 to the Company.
−Removed: On October 15, 2024, the Company issued 57,500
−Removed: ordinary shares of $ 0.0001 par value each to Lucid Capital Markets at the closing of the Initial Public Offering as part of representative
−Removed: compensation.
+Added: that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were available to be issued.
+Added: Other than as described in these condensed consolidated financial statements, the Company did not identify any subsequent events that
+Added: would have required adjustment or disclosure in the condensed consolidated 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.