What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2026-05-15 compared with 2025-11-14 · 23 added, 23 removed, 16 unchanged (74% of the section changed)

1 unchanged sentence

and Use of Proceeds.

On July 16, 2025, we consummated the Initial

Public Offering of 11,500,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount

of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is discussed in Note 3.

Roth Capital Partners

LLC acted as sole book-running manager of the offering.

The securities in the offering were registered under the Securities Act on registration

statement on Form S-1 (No.

On July 16, 2025, we consummated the Initial Public

Offering of 11,500,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000

Units, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is discussed in Note 3.

Roth Capital Partners LLC acted as

sole book-running manager of the offering.

The securities in the offering were registered under the Securities Act on registration statement

on Form S-1 (No.

The Securities and Exchange Commission declared the registration statements effective on July 15, 2025.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 3,250,000 Private Placement Warrants, comprising

of two classes of warrants, consisting of Class B.1 warrants and Class B.2 warrants, at a price of $1.00 per Private Placement Warrant,

in a private placement to the Sponsor, and the representatives of the underwriters of the Initial Public Offering, generating gross proceeds

of $3,250,000.

Each Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50

per share, subject to adjustment.

Of those 3,250,000 Private Placement Warrants, the Sponsor purchased 1,000,000 Class B.1 warrants and

1,000,000 Class B.2 warrants and Roth purchased 1,250,000 Class B.1 warrants.

The foregoing issuance was made pursuant to the exemption

from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical

to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable,

Simultaneously with the closing of the Initial

Public Offering, we consummated the sale of 3,250,000 Private Placement Warrants, comprising of two classes of warrants, consisting of

Class B.1 warrants and Class B.2 warrants, at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor, and

the representatives of the underwriters of the Initial Public Offering, generating gross proceeds of $3,250,000.

Each Private Placement

Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

3,250,000 Private Placement Warrants, the Sponsor purchased 1,000,000 Class B.1 warrants and 1,000,000 Class B.2 warrants and Roth

purchased 1,250,000 Class B.1 warrants.

The foregoing issuance was made pursuant to the exemption from registration contained in Section

4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to

the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable,

assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

On July 16, 2025, the underwriters exercised

their over-allotment option in full, resulting in the sale of an additional 11,500,000 Units for gross proceeds of $115,500,000.

On July 16, 2025, the underwriters exercised their

over-allotment option in full, resulting in the sale of an additional 11,500,000 Units for gross proceeds of $115,500,000.

In connection

8 unchanged sentences

fees and $446,835 for other costs and expenses related to the Initial Public Offering.

For a description of the use of the proceeds

generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

For a description of the use of the proceeds generated

in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Defaults Upon Senior Securities

1 unchanged sentence

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-Q

Item 2. Unregistered Sales of Equity Securities