What changed in this filing

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Item 1A. Risk Factors

2026-02-11 compared with 2025-03-25 · 163 added, 106 removed, 1227 unchanged (18% of the section changed)

9 unchanged sentences

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

As of December 31,

2024, we had working capital of $689,207.

Further, we expect to incur significant costs in pursuit of our acquisition

As of December 31, 2025, we

had working capital deficit of $567,649.

Further, we expect to incur significant costs in pursuit of our acquisition plans.

Management’s plans to address this need for capital are discussed in the section of this Form 10-K titled

20 unchanged sentences

Unlike some other blank check companies in which the Initial Shareholders agree to vote their Founder Shares in accordance with the majority of the votes cast by the Public Shareholders in connection with a Business Combination, our Initial Shareholders have agreed, subject to applicable securities laws, to vote their Founder Shares and Private Shares, as well as any Public Shares purchased in or after the Initial Public Offering, in favor of our Business Combination.

As a result, in addition

to our Initial Shareholders’ Founder Shares and Private Shares, we would need 3,993,751 or 34.7%, 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 all outstanding shares are voted, including the EBC Founder Shares and Private Shares) 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 in order

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

Founder Shares and Private Shares represented 23.4% of our outstanding Ordinary Shares immediately following the completion of the

Initial Public Offering (including the over-allotment).

Accordingly, if we seek shareholder approval of our Business Combination, it

is more likely that the necessary shareholder approval will be received than would be the case if our Initial Shareholders agreed to

vote their Founder Shares and Private Shares in accordance with the majority of the votes cast by our Public Shareholders.

As a result, in addition to

our Initial Shareholders’ Founder Shares and Private Shares, we would need 908,603 or 8%, 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

all outstanding shares are voted, including the EBC Founder Shares and Private Shares) 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).

Our Founder Shares and Private Shares represented 23.4%

of our outstanding Ordinary Shares immediately following the completion of the Initial Public Offering (including the over-allotment).

Accordingly, if we seek shareholder approval of our Business Combination, it is more likely that the necessary shareholder approval will

be received than would be the case if our Initial Shareholders agreed to vote their Founder Shares and Private Shares in accordance with

the majority of the votes cast by our Public Shareholders.

Your only opportunity to affect the investment decision regarding a potential Business Combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the Business Combination.

63 unchanged sentences

We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S.

If we are a PFIC for any

taxable year (or portion thereof) that is included in the holding period of a U.S.

Holder (as defined in the section of this Form

10-K captioned “Taxation — United States Federal Income Tax Considerations — U.S.

Holders”) of our Ordinary

Shares or Rights, the U.S.

Holder may be subject to adverse U.S.

federal income tax consequences and may be subject to additional

reporting requirements.

Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC

start-up exception (see the section of this Annual Report on Form 10-K captioned “Taxation —United States Federal Income

Tax Considerations — U.S.

Holders — Passive Foreign Investment Company Rules”).

Depending on the particular

circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we

will qualify for the start-up exception.

Accordingly, there can be no assurances with respect to our status as a PFIC for our

current taxable year or any subsequent taxable year.

Our actual PFIC status for any taxable year, however, will not be determinable

until after the end of such taxable year.

Moreover, if we determine we are a PFIC for any taxable year, upon written request, we

will endeavor to provide to a U.S.

Holder such information as the Internal Revenue Service (“IRS”) may require,

including a PFIC annual information statement, in order to enable the U.S.

Holder to make and maintain a “qualified electing

fund” election, but there can be no assurance that we will timely provide such required information, and such election would

likely be unavailable with respect to our rights in all cases.

If we are a PFIC for any taxable

year (or portion thereof) that is included in the holding period of a U.S.

Holder (as defined in the section of this Form 10-K captioned

“Taxation - United States Federal Income Tax Considerations - U.S.

Holders”) of our Ordinary Shares or Rights, the U.S.

may be subject to adverse U.S.

federal income tax consequences and may be subject to additional reporting requirements.

Our PFIC status

for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (see the section of this

Annual Report on Form 10-K captioned “Taxation -United States Federal Income Tax Considerations - U.S.

Holders - Passive Foreign

Investment Company Rules”).

Depending on the particular circumstances the application of the start-up exception may be subject to

uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.

Accordingly, there can be no assurances

with respect to our status as a PFIC for our current taxable year or any subsequent taxable year.

Our actual PFIC status for any taxable

year, however, will not be determinable until after the end of such taxable year.

Moreover, if we determine we are a PFIC for any taxable

year, upon written request, we will endeavor to provide to a U.S.

Holder such information as the Internal Revenue Service (“IRS”)

may require, including a PFIC annual information statement, in order to enable the U.S.

Holder to make and maintain a “qualified

electing fund” election, but there can be no assurance that we will timely provide such required information, and such election

would likely be unavailable with respect to our rights in all cases.

investors to consult their own tax advisors regarding

1 unchanged sentence

For a more detailed explanation of the tax consequences of PFIC classification to U.S.

Holders, see the section of this Form 10-K captioned “Taxation — United States Federal Income Tax Considerations —

Holders — Passive Foreign Investment Company Rules.”

see the section of this Form 10-K captioned “Taxation - United States Federal Income Tax Considerations - U.S.

Holders - Passive

Foreign Investment Company Rules.”

An investment in the Initial Public Offering may result in uncertain U.S.

federal income tax consequences.

An investment in the Initial Public Offering may result in uncertain U.S.

An investment in the Initial

Public Offering may result in uncertain U.S.

federal income tax consequences.

For instance, because there are no authorities that directly address instruments similar to the Units we issued in the Initial Public Offering, the allocation an investor makes with respect to the purchase price of a Unit between the Ordinary Share and the Right included in each Unit could be challenged by the IRS or courts.

In addition, it is unclear whether the redemption rights with respect to our Ordinary Shares suspend the running of a U.S.

Holder’s (as defined in section titled “Taxation — United States Federal Income Tax Considerations — U.S.

Holders”) holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Ordinary Shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividend income” for U.S.

federal income tax purposes.

See the section titled “Taxation — United States Federal Income Tax Considerations” for a summary of certain U.S.

For instance, because there are no authorities that directly

address instruments similar to the Units we issued in the Initial Public Offering, the allocation an investor makes with respect to the

purchase price of a Unit between the Ordinary Share and the Right included in each Unit could be challenged by the IRS or courts.

it is unclear whether the redemption rights with respect to our Ordinary Shares suspend the running of a U.S.

Holder’s (as defined

in section titled “Taxation - United States Federal Income Tax Considerations - U.S.

Holders”) holding period for purposes

of determining whether any gain or loss realized by such holder on the sale or exchange of Ordinary Shares is long-term capital gain or

loss and for determining whether any dividend we pay would be considered “qualified dividend income” for U.S.

federal income

tax purposes.

See the section titled “Taxation - United States Federal Income Tax Considerations” for a summary of certain

federal income tax considerations of an investment in our securities.

Investors are urged to consult their tax advisors with respect to these and other tax consequences when acquiring, owning or disposing of our securities.

Investors are urged to consult their tax advisors with respect

to these and other tax consequences when acquiring, owning or disposing of our securities.

Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete a Business Combination.

9 unchanged sentences

The requirement that we complete our Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a Business Combination and may decrease our ability to conduct due diligence on potential Business Combination targets as we approach our dissolution deadline, which could undermine our ability to complete our Business Combination on terms that would produce value for our shareholders.

Any potential target business with which we enter into negotiations concerning a Business Combination will be aware that we must complete our Business Combination within 18 months from the closing of the Initial Public Offering.

Consequently, such target business may obtain leverage over us in negotiating a Business Combination, knowing that if we do not complete our Business Combination with that particular target business, we may be unable to complete our Business Combination with any other target business.

This risk will increase as we get closer to the timeframe described above.

In addition, we may have limited time to conduct due diligence and may enter into our Business Combination on terms that we would have rejected upon a more comprehensive investigation.

Any potential target business

with which we enter into negotiations concerning a Business Combination will be aware that we must complete our Business Combination within

27 months from the closing of the Initial Public Offering.

Consequently, such target business may obtain leverage over us in negotiating

a Business Combination, knowing that if we do not complete our Business Combination with that particular target business, we may be unable

to complete our Business Combination with any other target business.

This risk will increase as we get closer to the timeframe described

In addition, we may have limited time to conduct due diligence and may enter into our Business Combination on terms that we would

have rejected upon a more comprehensive investigation.

We may not be able to complete our Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our Public Shareholders may only receive $10.05 per share, or less than such amount in certain circumstances, and our Rights will expire worthless.

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

We may not be able to find a suitable target business and complete our Business Combination within such time period.

Our ability to complete our Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

Our Amended and Restated Memorandum

and Articles of Association (as amended) provides that we must complete our Business Combination within 27 months from the closing of

the Initial Public Offering.

We may not be able to find a suitable target business and complete our Business Combination within such time

Our ability to complete our Business Combination may be negatively impacted by general market conditions, volatility in the capital

and debt markets and the other risks described herein.

If we have not completed our Business Combination within such time period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In such case, our Public Shareholders may only receive $10.05 per share or less in certain circumstances, and our Rights will expire worthless.

In certain circumstances, our Public Shareholders may receive less than $10.05 per share on the redemption of their shares.

See “ — If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.05 per share ” and other risk factors in this section.

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less

up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding Public Shares, which

redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating

distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to

the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations

under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In such case, our Public Shareholders

may only receive $10.05 per share or less in certain circumstances, and our Rights will expire worthless.

In certain circumstances, our

Public Shareholders may receive less than $10.05 per share on the redemption of their shares.

See “ - If third parties bring claims

against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be

less than $10.05 per share ” and other risk factors in this section.

If we seek shareholder approval of our Business Combination, our Initial Shareholders and their affiliates may elect to purchase shares or Rights from Public Shareholders, which may make it more likely that we are able to consummate such Business Combination or reduce the public “float” of our Ordinary Shares or Rights.

12 unchanged sentences

If a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our Business Combination.

Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares.

In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our Public Shares in connection with our Business Combination will describe the various procedures that must be complied with in order to validly tender or redeem Public Shares.

For example, we may require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the Business Combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically.

In the event that a shareholder fails to comply with these or any other procedures, its shares may not be redeemed.

See the section of this Form 10-K entitled “Business — Redemption Rights for Public Shareholders upon Completion of our Initial Business Combination — Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”

We will comply with the tender

offer rules or proxy rules, as applicable, when conducting redemptions in connection with our Business Combination.

Despite our compliance

with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not become

aware of the opportunity to redeem its shares.

In addition, the tender offer documents or proxy materials, as applicable, that we will

furnish to holders of our Public Shares in connection with our Business Combination will describe the various procedures that must be

complied with in order to validly tender or redeem Public Shares.

For example, we may require our Public Shareholders seeking to exercise

their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates

to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior

to the vote on the proposal to approve the Business Combination in the event we distribute proxy materials, or to deliver their shares

to the transfer agent electronically.

In the event that a shareholder fails to comply with these or any other procedures, its shares may

not be redeemed.

See the section of this Form 10-K entitled “Business - Redemption Rights for Public Shareholders upon Completion

of our Initial Business Combination - Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances.

To liquidate your investment, therefore, you may be forced to sell your Public Shares or Rights, potentially at a loss.

Our Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of:

(i) our completion of a Business Combination, and then only in connection with those Public Shares that such shareholder properly elected to redeem, subject to the limitations described in this Form 10-K, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our Amended and Restated Memorandum and Articles of Association (A) to 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 18 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity and (iii) the redemption of our Public Shares if we are unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, subject to applicable law and as further described herein.

In addition, if we are unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, for any reason, compliance with Cayman Islands law may require that we submit a plan of dissolution to our then-existing shareholders for approval prior to the distribution of the proceeds held in our Trust Account.

In that case, Public Shareholders may be forced to wait beyond the 18 months from the closing of the Initial Public Offering before they receive funds from our Trust Account.

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

Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Rights, potentially at a loss.

Our Public Shareholders will

be entitled to receive funds from the Trust Account only upon the earliest to occur of:

(i) our completion of a Business Combination,

and then only in connection with those Public Shares that such shareholder properly elected to redeem, subject to the limitations described

in this Form 10-K, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to further amend

our Amended and Restated Memorandum and Articles of Association (A) to 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 (B) with respect to any other provision relating to shareholders’ rights

or pre-Business Combination activity and (iii) the redemption of our Public Shares if we are unable to complete a Business Combination

within 27 months from the closing of the Initial Public Offering, subject to applicable law and as further described herein.

if we are unable to complete a Business Combination within 27 months from the closing of the Initial Public Offering, for any reason,

compliance with Cayman Islands law may require that we submit a plan of dissolution to our then-existing shareholders for approval prior

to the distribution of the proceeds held in our Trust Account.

In that case, Public Shareholders may be forced to wait beyond the 27 months

from the closing of the Initial Public Offering before they receive funds from our Trust Account.

In no other circumstances will a public

shareholder have any right or interest of any kind in the Trust Account.

Accordingly, to liquidate your investment, you may be forced

to sell your Public Shares or Rights, potentially at a loss.

You will not be entitled to protections normally afforded to investors of many other blank check companies.

29 unchanged sentences

See “ - If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.05 per share ” and other risk factors in this section.

If the net proceeds of the Initial Public Offering and the sale of the Private Placement Units not being held in the Trust Account are insufficient to allow us to operate for at least the next 18 months from the closing of the Initial Public Offering, we may be unable to complete our Business Combination, in which case our Public Shareholders may only receive $10.05 per share, or less than such amount in certain circumstances, and our Rights will expire worthless.

If the net proceeds of the Initial Public Offering

and the sale of the Private Placement Units not being held in the Trust Account are insufficient to allow us to operate for at least 27

months from the closing of the Initial Public Offering, we may be unable to complete our Business Combination, in which case our Public

Shareholders may only receive $10.05 per share, or less than such amount in certain circumstances, and our Rights will expire worthless.

We believe that the funds

available to us outside of the Trust Account will be sufficient to allow us to operate for at least the next 18 months from the closing

of the Initial Public Offering;

available to us outside of the Trust Account will be sufficient to allow us to operate for at least 27 months from the closing of the

Initial Public Offering;

however, we cannot assure you that our estimate is accurate.

If the available funds are not sufficient,

we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business and we may be

forced to liquidate.

If we are unable to complete our Business Combination, our Public Shareholders may receive only approximately $10.05

per share or less in certain circumstances on the liquidation of our Trust Account and our Rights will expire worthless.

If the available funds are not sufficient, we might

not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business and we may be forced

to liquidate.

If we are unable to complete our Business Combination, our Public Shareholders may receive only approximately $10.05 per

share or less in certain circumstances on the liquidation of our Trust Account and our Rights will expire worthless.

In certain circumstances,

our Public Shareholders may receive less than $10.05 per share upon our liquidation.

See “ — If third parties bring claims

against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be

less than $10.05 per share ” and other risk factors in this section.

See “ - If third parties bring claims against

us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than

$10.05 per share ” and other risk factors in this section.

If the net proceeds of the Initial Public Offering and the sale of the Private Placement Units not being held in the Trust Account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our Business Combination and we will depend on loans from our Initial Shareholders or Management Team to fund our search for a Business Combination and to complete our Business Combination.

19 unchanged sentences

The absence of such a redemption threshold may make it possible for us to complete a Business Combination where a substantial majority of our shareholders seek redemption.

Our Amended and Restated Memorandum and Articles of Association does not provide a specified maximum redemption threshold.

As a result, we may be able to complete our Business Combination even though a substantial majority of our Public Shareholders have redeemed their shares.

Our Amended and Restated Memorandum

and Articles of Association (as amended) does not provide a specified maximum redemption threshold.

As a result, we may be able to complete

our Business Combination even though a substantial majority of our Public Shareholders have redeemed their shares.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.05 per share.

591 unchanged sentences

Our post-combination entity’s ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property, and other matters.

The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existinseg regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

371 unchanged sentences

The interest we earn on such funds may be less than if we kept them invested as indicated above.

Pursuant to the trust agreement,

the trustee is not permitted to invest in other securities or assets.

By restricting the investment of the proceeds to these instruments,

and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses

in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the

meaning of the Investment Company Act.

The Initial Public Offering was not intended for persons who are seeking a return on investments

in government securities or investment securities.

The Trust Account is intended as a holding place for funds pending the earliest to

(i) the completion of our primary business objective, which is a Business Combination;

(ii) the redemption of any Public Shares

properly submitted in connection with a shareholder vote to amend our Amended and Restated Memorandum and Articles of Association to modify

(A) 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 18 months from the closing of the Initial Public Offering, or (B)

with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity;

or (iii) absent a Business

Combination, our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares.

Pursuant to the trust

agreement, the trustee is not permitted to invest in other securities or assets.

By restricting the investment of the proceeds to

these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on

buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an

“investment company” within the meaning of the Investment Company Act.

The Initial Public Offering was not intended for

persons who are seeking a return on investments in government securities or investment securities.

The Trust Account is intended as

a holding place for funds pending the earliest to occur of:

(i) the completion of our primary business objective, which is a

Business Combination;

(ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to further

amend our Amended and Restated Memorandum and Articles of Association to modify (A) 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 (B) with respect to any other provision

relating to shareholders’ rights or pre-Business Combination activity;

or (iii) absent a Business Combination, our return of

the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares.

We are aware of litigation against certain special purpose acquisition companies asserting that notwithstanding the foregoing, those special purpose acquisition companies should be considered investment companies.

35 unchanged sentences

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to complete our Business Combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2025.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ended December 31, 2025.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

34 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 1A. Risk Factors