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We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.
−Removed: We expect to continue to incur significant costs in the pursuit of our acquisition plans.
−Removed: We cannot assure you that our plans to complete a Business Combination will be successful.
−Removed: Recent Developments
On September 30, 2025, the registration statement on Form S-1 (File No.
−Removed: 333-290118) (the “Registration Statement”) relating to the Initial Public Offering of the Company, was declared effective by the U.S.
+Added: 333-290118) (the “Registration Statement”) relating to the initial public offering (the “Initial Public Offering” or “Offering”) of the Company, was declared effective by the U.S.
Securities and Exchange Commission.
−Removed: Effective as of October 2, 2025, the following individuals were appointed to the board of directors of the Company:
−Removed: James Grigor, Alexander Matina and John Lovett.
−Removed: Accordingly, effective as of October 2, 2025, the Company’s board of directors is comprised of the following individuals:
−Removed: Tim Rotolo, James Grigor, Alexander Matina and John Lovett.
−Removed: Additionally, on October 2, 2025, the Company entered into the Indemnity Agreements with each of Tim Rotolo, Andrew Kucharchuk, James Grigor, Alexander Matina and John Lovett, which require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
−Removed: On the same date, the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”) with the Registrar of Companies in the Cayman Islands.
−Removed: Among other things, the Amended Articles authorize the issuance of up to (i) 490,000,000 Class A Ordinary Shares, (ii) 10,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 100,000,000 preference shares, par value $0.0001 per share.
On October 6, 2025, the Company consummated the Offering of 23,000,000 units (the “Units”), including 3,000,000 Units issued pursuant to the underwriters’ exercise of over-allotment in full.
1 unchanged sentence
The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.
−Removed: On October 6, 2025, simultaneously with the consummation of the Offering, the Company consummated the private placement of 430,000 units to the Sponsor and an aggregate of 230,000 units to the Representative (collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,600,000 (the “Private Placement”).
−Removed: A total of $230,000,000 of the net proceeds from the Offering and the Private Placement was placed in a Trust Account established for the benefit of the Company’s public shareholders (the “Trust Account”), with Continental acting as trustee.
+Added: Simultaneously with the consummation of the Offering, the Company consummated a private placement of 430,000 units to the Sponsor and an aggregate of 230,000 units to the Representative (collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,600,000 (the “Private Placement”).
+Added: A total of $230,000,000 of the net proceeds from the Offering and the Private Placement was placed in a trust account established for the benefit of the Company’s public shareholders (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee.
+Added: We expect to continue to incur significant costs in the pursuit of our acquisition plans.
+Added: We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
−Removed: Our only activities from May 22, 2025 (inception) through March 31, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination.
+Added: Our only activities from May 22, 2025 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination.
We do not expect to generate any operating revenues until after the completion of our Business Combination.
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We incur expenses as a result of being a public company for legal, financial reporting, accounting and auditing compliance.
−Removed: For the three months ended March 31, 2026, we had net income of $1,843,929, which consisted of interest earned on marketable securities held in Trust Account of $2,059,204 and investment income – bank of $8,267, offset by general and administrative costs of $223,542.
+Added: For the three months ended June 30, 2026, we had net income of $1,934,271, which consisted of interest earned on marketable securities held in Trust Account of $2,086,234 and investment income – bank of $7,007, offset by general and administrative costs of $158,970.
+Added: For the six months ended June 30, 2026, we had net income of $3,778,200, which consisted of interest earned on marketable securities held in Trust Account of $4,145,438 and investment income – bank of $15,274, offset by general and administrative costs of $382,512.
+Added: For the period from May 22, 2025 (inception) through June 30, 2025, we had net loss of $12,437, which consisted of formation, general and administrative costs.
Liquidity, Capital Resources and Going Concern
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We incurred $13,232,284 transaction costs, consisting of $4,600,000 of cash underwriting fee, $8,050,000 of deferred underwriting fee, and $582,284 of other offering costs.
−Removed: For the three months ended March 31, 2026, cash used in operating activities was $199,998.
+Added: For the six months ended June 30, 2026, cash used in operating activities was $321,163.
Net income of $3,778,200 was affected by interest earned on marketable securities held in Trust Account of $4,145,438 and changes in operating assets and liabilities of $46,075.
−Removed: As of March 31, 2026, we had marketable securities held in the Trust Account of $234,163,749.
+Added: For the period from May 22, 2025 (inception) through June 30, 2025, cash used in operating activities was $15,720.
+Added: Net loss of $12,437 was affected by changes in operating assets and liabilities of $3,283.
+Added: As of June 30, 2026, we had marketable securities held in the Trust Account of $236,249,983.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination.
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To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
−Removed: As of March 31, 2026, we had cash of $922,610.
+Added: As of June 30, 2026, we had cash of $816,510.
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.
4 unchanged sentences
Such units would be identical to the Private Placement Units.
−Removed: At March 31, 2026, no Working Capital Loans were outstanding.
+Added: At June 30, 2026, no Working Capital Loans were outstanding.
In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update 2014—15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the Initial Public Offering may not be sufficient to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed financial statements are issued as it expects to incur significant costs in pursuit of its acquisition plans.
1 unchanged sentence
Off-Balance Sheet Financing Arrangements
−Removed: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.
+Added: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.
We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
3 unchanged sentences
Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $20,000 monthly fee.
−Removed: As of March 31, 2026, the Company incurred and paid $60,000 in fees for these services.
+Added: For the three and six months ended June 30, 2026, the Company incurred and paid $60,000 and $120,000 of administrative services fees, respectively
The underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the units offered in the Initial Public Offering, or $4,600,000 in the aggregate, which was paid upon the closing of the Initial Public Offering.
15 unchanged sentences
The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.
−Removed: Accordingly, as of March 31, 2026, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.
−Removed: Net Income Per Redeemable and Non-Redeemable Ordinary Share
−Removed: Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period.
+Added: Accordingly, as of June 30, 2026, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.
+Added: Net Income (Loss) Per Redeemable and Non-Redeemable Ordinary Share
+Added: Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period.
The contractual formula utilized to calculate the redemption amount approximates fair value.
1 unchanged sentence
Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation.
−Removed: Net income per ordinary share is computed by dividing the pro rata net income between the redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares by the weighted average number of ordinary shares outstanding for each of the periods.
−Removed: The calculation of diluted income per ordinary stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
+Added: Net income (loss) per ordinary share is computed by dividing the pro rata net income (loss) between the redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares by the weighted average number of ordinary shares outstanding for each of the periods.
+Added: The calculation of diluted income (loss) per ordinary stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
Recent Accounting Pronouncements
3 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.