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In order to finance our working capital needs, SLG SPAC Fund LLC (the “Sponsor”) or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans.
−Removed: On January 28, 2025, we issued an unsecured promissory note in the principal amount of up to $1,900,000 to the Sponsor, of which $700,000 was borrowed during the six months ended June 30, 2025, and $840,000 was advanced at December 31, 2024.
+Added: On January 28, 2025, we issued an unsecured promissory note in the principal amount of up to $1,900,000 to the Sponsor, of which $700,000 was borrowed during the nine months ended September 30, 2025, and $840,000 was advanced at December 31, 2024.
These advances were converted to this promissory note once the note was executed on January 28, 2025.
−Removed: On June 25, 2025, we issued a second unsecured promissory note in the principal amount of up to $2,500,000 to the Sponsor of which $1,000,000 was borrowed during the six months ended June 30, 2025.
+Added: On June 25, 2025, we issued a second unsecured promissory note in the principal amount of up to $2,500,000 to the Sponsor of which $1,700,000 was borrowed during the nine months ended September 30, 2025.
We have incurred, or expect to continue to incur, significant costs in the pursuit of our acquisition plans.
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We have neither engaged in any operations nor generated any revenues to date.
−Removed: Our only activities from July 12, 2021 (inception) through June 30, 2025 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying a target company for an initial Business Combination.
+Added: Our only activities from July 12, 2021 (inception) through September 30, 2025 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying a target company for an initial Business Combination.
We do not expect to generate any operating revenues until after the completion of our Business Combination.
1 unchanged sentence
We have incurred, or expect that we will incur, increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, our initial Business Combination.
−Removed: For the three months ended June 30, 2025, we had net income of $362,583, which consists of operating expenses of $478,217 and administration – related party expenses of $285,650 offset by the interest earned on investments held in the Trust Account of $1,126,449 and interest income of $1.
−Removed: For the three months ended June 30, 2024, we had net income of $870,843, which consists of operating expenses of $138,726 and administration fees – related party expenses of $331,465 offset by the interest earned on investments held in the Trust Account of $1,341,032 and interest income of $2.
−Removed: For the six months ended June 30, 2025, we had net income of $904,912, which consists of operating expenses of $785,932 and administration – related party expenses of $555,300, offset by the interest earned on investments held in the Trust Account of $2,246,142 and operating account interest income of $2.
−Removed: For the six months ended June 30, 2024, we had net income of $1,641,221, which consists of operating expenses of $373,443 and administration – related party expenses of $652,680, offset by the interest earned on investments held in the Trust Account of $2,667,341 and operating account interest income of $3.
+Added: For the three months ended September 30, 2025, we had a net loss of $475,225, which consists of operating expenses of $595,005 and administration – related party expenses of $272,830 offset by the interest earned on investments held in the Trust Account of $391,382, forgiveness of debt of $1,227, and operating account interest income of $1.
+Added: For the three months ended September 30, 2024, we had net income of $901,986, which consists of operating expenses of $142,271 and administration fees – related party expenses of $312,350 offset by the interest earned on investments held in the Trust Account of $1,356,606 and operating account interest income of $1.
+Added: For the nine months ended September 30, 2025, we had net income of $429,687, which consists of operating expenses of $1,380,937 and administration – related party expenses of $828,130 offset by the interest earned on investments held in the Trust Account of $2,637,524, forgiveness of debt of $1,227, and operating account interest income of $3.
+Added: For the nine months ended September 30, 2024, we had net income of $2,543,207, which consists of operating expenses of $515,714 and administration – related party expenses of $965,030, offset by the interest earned on investments held in the Trust Account of $4,023,947 and operating account interest income of $4.
Liquidity, Capital Resources and Going Concern
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2026, subject to applicable law or (iii) the redemption of any of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of its public shares if it has not consummated an initial Business Combination by September 29, 2026 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.
−Removed: As of June 30, 2025, we had $1,101,828 in our operating bank account, $109,172,314 in the Trust Account and working capital deficit of $2,210,134.
+Added: As of September 30, 2025, we had $614,005 in our operating bank account, $24,823,733 in the Trust Account and working capital deficit of $3,177,393.
Subsequent to the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of our trust account.
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans.
−Removed: In order to finance our working capital needs, on January 28, 2025, we issued an unsecured convertible promissory note (the “Note”) in the principal amount of up to $1,900,000 to the Sponsor, of which $700,000 was borrowed during the six months ended June 30, 2025, and $840,000 was advanced at December 31, 2024 to cover working capital requirements.
+Added: In order to finance our working capital needs, on January 28, 2025, we issued an unsecured promissory note (the “Note”) in the principal amount of up to $1,900,000 to the Sponsor, of which $700,000 was borrowed during the nine months ended September 30, 2025, and $840,000 was advanced at December 31, 2024 to cover working capital requirements.
The $840,000 advance was converted to this promissory note once the note was executed on January 28, 2025.
4 unchanged sentences
The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.
−Removed: As of June 30, 2025 and December 31, 2024, the outstanding borrowings on the Note and advance were $1,540,000 and $840,000, respectively.
Similarly, on June 25, 2025 we issued an unsecured promissory note (the “Second Note”) in the principal amount of up to $2,500,000 to the Sponsor.
The Second Note does not bear interest and is repayable upon the earlier of the consummation of our initial business combination and the last day that we have to complete our business combination.
−Removed: As of June 30, 2025, we borrowed $1,000,000 under the Second Note.
+Added: As of September 30, 2025, we borrowed $1,700,000 under the Second Note.
In connection with the our assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, we were formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before September 29, 2026, as extended at our extraordinary general meeting of shareholders held on July 8, 2025.
There is no assurance that we will obtain the necessary approvals or raise the additional capital it needs to fund its business operations and complete any business combination prior to September 29, 2026, if at all.
−Removed: We determined that our liquidity condition raises substantial doubt about our ability to continue as a going concern for the next twelve months from the issuance of these financial statements.
+Added: We determined that our liquidity condition and timing of dissolution raise substantial doubt about our ability to continue as a going concern for the next twelve months from the issuance of these financial statements.
No adjustments have been made to the carrying amounts of assets or liabilities.
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Off-Balance Sheet Arrangements
−Removed: We had no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.
+Added: We had no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025.
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.
9 unchanged sentences
We have identified the following critical accounting policies:
−Removed: Net Loss per Share
−Removed: Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding 3,435,065 Class A ordinary shares subject to forfeiture.
−Removed: Weighted average shares were reduced for the effect of an aggregate of 3,435,065 Class A ordinary shares that were subject to forfeiture depending on the amount of the proceeds received under the forward purchase agreement described below or in the event of our winding up and subsequent dissolution.
−Removed: At June 30, 2025, and December 31, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.
+Added: Net Income (Loss) per Share
+Added: Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding 3,435,065 Class A nonredeemable ordinary shares subject to forfeiture.
+Added: Weighted average shares were not reduced for the effect of an aggregate of 3,435,065 Class A nonredeemable ordinary shares that were subject to forfeiture depending on the amount of the proceeds received under the forward purchase agreement described below or in the event of our winding up and subsequent dissolution.
+Added: At September 30, 2025, and December 31, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.
As a result, diluted loss per share is the same as basic loss per share for the periods presented.
4 unchanged sentences
This ASU will be effective for the annual period ending December 31, 2025.
−Removed: The Company is currently assessing what impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.
+Added: The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
7 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.