What changed in this filing

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Item 1. Business

2026-02-11 compared with 2025-03-25 · 82 added, 27 removed, 320 unchanged (25% of the section changed)

28 unchanged sentences

Rights will trade.

Simultaneously with the consummation of the closing of the Initial Public Offering, pursuant to the private placement unit purchase agreements (the “Private Placement Unit Purchase Agreements”), the Company completed the private sale of 355,000 units (the “Sponsor Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Sponsor Private Placement Unit, and 45,000 units (the “EBC Private Placement Units”, together with the Sponsor Private Placement Units, the “Private Placement Units”) to EarlyBirdCapital, Inc.

at a purchase price of $10.00 per EBC Private Placement Unit, generating gross proceeds to the Company of $4,000,000.

Simultaneously with the consummation

of the closing of the Initial Public Offering, pursuant to the private placement unit purchase agreements (the “Private Placement

Unit Purchase Agreements”), the Company completed the private sale of 355,000 units (the “Sponsor Private Placement Units”)

to the Sponsor at a purchase price of $10.00 per Sponsor Private Placement Unit, and 45,000 units (the “EBC Private Placement Units”,

together with the Sponsor Private Placement Units, the “Private Placement Units”) to EarlyBirdCapital, Inc.

at a purchase

price of $10.00 per EBC Private Placement Unit, generating gross proceeds to the Company of $4,000,000.

On May 23, 2024, in connection with the exercise of the underwriter’s over-allotment option, the Sponsor and EBC also purchased an additional 37,500 Private Placement Units (33,281 Private Placement Units purchased by the Sponsor and 4,219 Private Placement Units purchased by EBC and its designees) from the Company, at a price of $10.00 per unit.

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Following the closing of the Initial Public Offering on May 21, 2024 and the exercise of the over-allotment option on May 23, 2024, an amount of $115,575,000 from the net proceeds of the sale of the Units in the Initial Public Offering and a portion of the proceeds from the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) and may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

On November 10, 2025, the

Company held an extraordinary general meeting of shareholders to vote and approve (i) by ordinary resolution an amendment to the Investment

Management Trust Agreement, dated as of May 16, 2024, with Continental Stock Transfer & Trust Company to extend the date by which

it has to complete a business combination from November 15, 2025, up to nine (9) times, with each extension comprised of one month, to

August 15, 2026 by providing five days’ advance notice to the trustee and arranging for deposit into the trust account of $0.03

for each publicly held ordinary share not redeemed, up to a maximum of $60,000, for each monthly extension until August 15, 2026;

(ii) by special resolution an amendment to the Company’s Amended and Restated Memorandum and Articles of Association reflecting

the extension of the date by which the Company must consummate a business combination from November 15, 2025 to August 15, 2026.

In connection with the

shareholders’ vote at the extraordinary general meeting, holders of 6,668,735 ordinary shares of the Company exercised their

right to redeem such shares for a pro rata portion of the funds held in the Trust Account.

As a result, approximately $71,580,705

(approximately $10.73 per share) was removed from the Trust Account to pay such holders and approximately $51,857,714 remained in

the Trust Account as of the date of the redemption.

Following the aforementioned redemption, the Company has an aggregate 8,343,765 ordinary shares outstanding, of

which 4,831,265 are public shares.

If we do not complete our Business Combination within 27 months from the closing of the Initial Public Offering, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares, and the Private Placement Units and the Rights will expire worthless.

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While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our Business Combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.

We have up to 18 months from the closing of the Initial Public Offering to consummate a Business Combination.

We currently have up to 27 months from the closing of the Initial Public Offering to consummate a Business Combination.

We anticipate structuring our Business Combination so that the post-transaction company in which our Public Shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.

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Manner of Conducting Redemptions

We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Ordinary Shares upon the completion of our Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement.

Asset acquisitions and stock purchases would not typically require shareholder approval while direct mergers with our Company and any transactions where we issue more than 20% of our outstanding Ordinary Shares or seek to amend our Amended and Restated Memorandum and Articles of Association would require shareholder approval.

If we structure a Business Combination transaction with a target company in a manner that requires shareholder approval, we will not have discretion as to whether to seek a shareholder vote to approve the proposed Business Combination.

We will provide our Public

Shareholders with the opportunity to redeem all or a portion of their Ordinary Shares upon the completion of our Business

Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a

tender offer.

The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender

offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction

and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing

Asset acquisitions and stock purchases would not typically require shareholder approval while direct mergers with our

Company and any transactions where we issue more than 20% of our outstanding Ordinary Shares or seek to further amend our Amended

and Restated Memorandum and Articles of Association would require shareholder approval.

If we structure a Business Combination

transaction with a target company in a manner that requires shareholder approval, we will not have discretion as to whether to seek

a shareholder vote to approve the proposed Business Combination.

If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our Amended and Restated Memorandum and Articles of Association:

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voted in favor of a Business Combination in order to have our Business Combination approved (assuming all outstanding shares are voted),

or (ii) 240,627, or 2.1% of the 11,500,000 Public Shares sold in the Initial Public Offering to be voted in favor of a Business Combination

or (ii) none of the 11,500,000 Public Shares sold in the Initial Public Offering to be voted in favor of a Business Combination

in order to have our Business Combination approved (assuming that only the minimum number of shares representing a quorum are voted).

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Redemption of Public Shares and Liquidation if no Initial Business Combination

Our Amended and Restated Memorandum and Articles of Association provides that we will have only 18 months from the closing of the Initial Public Offering to complete our Business Combination.

Our Amended and Restated Memorandum and Articles of Association (as amended) provides that we will have up to 27 months from the closing of the Initial Public Offering to complete our Business Combination.

If we are unable to complete our Business Combination within such 27 month period, we will:

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Our Initial Shareholders have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our Amended and Restated Memorandum and Articles of Association (i) that would modify the substance or timing of our obligation to allow redemption in connection with our Business Combination or to redeem 100% of our Public Shares if we do not complete our Business Combination within 27 months from the closing of the Initial Public Offering, or (ii) with respect to any other material provision relating to shareholders’ rights or pre-Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes divided by the number of then outstanding Public Shares.

We expect that all costs and expenses associated with implementing our plan of liquidation and dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $750,000 of proceeds held outside the Trust Account, although we cannot assure you that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of liquidation and dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

We expect that all costs and

expenses associated with implementing our plan of liquidation and dissolution, as well as payments to any creditors, will be funded

from amounts remaining out of the approximately $162,081 of proceeds held outside the Trust Account (as of February 11, 2026)

although we cannot assure you that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to

cover the costs and expenses associated with implementing our plan of liquidation and dissolution, to the extent that there is any

interest accrued in the Trust Account not required to pay taxes on interest income earned on the Trust Account balance, we may

request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and

If we were to expend all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.05.

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Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.05 per public share.

We will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

We will have access to up to approximately $750,000 from the proceeds of the Initial Public Offering with which to pay any such potential claims.

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors.

We will seek to reduce the

possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service

providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title,

interest or claim of any kind in or to monies held in the Trust Account.

Our Sponsor will also not be liable as to any claims under our

indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

As of February 11, 2026, we have access to up to approximately $162,081 from the proceeds of the Initial Public Offering with which to

pay any such potential claims.

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities

is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

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We cannot assure you that claims will not be brought against us for these reasons.

Our Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete our Business Combination within 18 months from the closing of the Initial Public Offering, (ii) in connection with a shareholder vote to amend our Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of our obligation to provide for the redemption of our Public Shares in connection with a Business Combination or to redeem 100% of our Public Shares if we have not consummated a Business Combination within 18 months from the closing of the Initial Public Offering or (iii) if they redeem their respective shares for cash upon the completion of the Business Combination.

In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account.

In the event we seek shareholder approval in connection with our Business Combination, a shareholder’s voting in connection with the Business Combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account.

Such shareholder must have also exercised its redemption rights described above.

These provisions of our Amended and Restated Memorandum and Articles of Association, like all provisions of our Amended and Restated Memorandum and Articles of Association, may be amended with a shareholder vote.

Our Public Shareholders will

be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete

our Business Combination within 27 months from the closing of the Initial Public Offering, (ii) in connection with a shareholder vote

to amend our Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of our obligation to

provide for the redemption of our Public Shares in connection with a Business Combination or to redeem 100% of our Public Shares if we

have not consummated a Business Combination within 27 months from the closing of the Initial Public Offering or (iii) if they redeem their

respective shares for cash upon the completion of the Business Combination.

In no other circumstances will a shareholder have any right

or interest of any kind to or in the Trust Account.

In the event we seek shareholder approval in connection with our Business Combination,

a shareholder’s voting in connection with the Business Combination alone will not result in a shareholder’s redeeming its

shares to us for an applicable pro rata share of the Trust Account.

Such shareholder must have also exercised its redemption rights described

These provisions of our Amended and Restated Memorandum and Articles of Association, like all provisions of our Amended and Restated

Memorandum and Articles of Association, may be amended with a shareholder vote.

In identifying, evaluating, and selecting a target business for our Business Combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions.

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While this may limit the pool of potential Business Combination candidates, we do not believe that this limitation will be material.

We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

We are required to evaluate

our internal control procedures for the fiscal year ended December 31, 2025 as required by the Sarbanes-Oxley Act.

Only in the event we

are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company will we be required

to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and

costs necessary to complete any such acquisition.

Factors Summary

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or optimize our capital structure.

requirement that we complete our initial business combination within 18 months from the closing

of our IPO may give potential target businesses leverage over us in negotiating an initial

business combination and may decrease our ability to conduct due diligence on potential initial

business combination targets as we approach our dissolution deadline.

● The requirement that we complete our initial business combination within 27 months from the closing of our IPO may give potential target

businesses leverage over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential

initial business combination targets as we approach our dissolution deadline.

may not be able to complete our initial business combination within the prescribed time frame,

89 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.

What changed 10-K

Item 1. Business