20 unchanged sentences
We have neither engaged in any operations nor generated any revenues to date.
−Removed: Our only activities from April 19, 2022 (inception) through December 31, 2024, were organizational activities, those necessary to prepare for the Initial Public Offering, described below.
+Added: Our only activities from April 19, 2022 (inception) through September 30, 2025, were organizational activities, those necessary to prepare for the Initial Public Offering, described below.
We do not expect to generate any operating revenues until after the completion of our initial business combination.
1 unchanged sentence
We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
−Removed: For the three months ended June 30, 2025, we had a net income of $1,623,342, which consists of dividends earned on marketable securities held in Trust Account of $1,844,469 partially offset by general and administrative costs of $221,127.
−Removed: For the six months ended June 30, 2025, we had a net income of $3,106,416, which consists of dividends earned on marketable securities held in Trust Account of $3,674,951 partially offset by general and administrative costs of $568,535.
−Removed: For the three and six months ended June 30, 2024, we had a net loss of $1,685, which consists of general and administrative costs.
+Added: For the three months ended September 30, 2025, we had a net income of $1,660,122, which consists of dividends and interest earned on marketable securities held in Trust Account of $1,873,780 partially offset by general and administrative costs of $213,658.
+Added: For the nine months ended September 30, 2025, we had a net income of $4,766,538, which consists of dividends and interest earned on marketable securities held in Trust Account of $5,674,077 partially offset by general and administrative costs of $782,193 and unrealized loss on marketable securities held in Trust Account of $125,346.
+Added: For the three and nine months ended September 30, 2024, we had a net loss of $61,283 and $62,968, which consists of general and administrative costs, respectively.
Liquidity and Capital Resources
3 unchanged sentences
Following the closing of the Initial Public Offering, on December 24, 2024, an amount of $174,225,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in the trust account.
−Removed: For the six months ended June 30, 2025, cash used in operating activities was $402,919.
−Removed: Net income of $3,106,416 was impacted by dividends and unrealized gain on marketable securities held in Trust Account of $3,674,951.
+Added: For the nine months ended September 30, 2025, cash used in operating activities was $491,024.
+Added: Net income of $4,766,538 was impacted by dividends and interest on marketable securities held in Trust Account of $5,548,731.
Changes in operating assets and liabilities provided $291,169.
−Removed: For the six months ended June 30, 2024, cash used in operating activities was $0.
+Added: Borrowings of $100,000 from a related party provided $100,000 in financing activities.
+Added: For the nine months ended September 30, 2024, cash used in operating activities was $40,483.
Net loss of $62,968 was impacted by payment of expenses through note payable – related party of $1,641.
Changes in operating assets and liabilities provided $20,844.
−Removed: As of June 30, 2025, we had investments of $178,025,297 held in the trust account.
−Removed: Through June 30, 2025 and December 31, 2024, we have not withdrawn any interest earned from the trust account.
−Removed: We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination.
+Added: As of September 30, 2025, we had investments of $179,899,077 held in the trust account.
+Added: Through September 30, 2025 and December 31, 2024, we have not withdrawn any interest earned from the trust account.
+Added: We intend to use substantially all of the funds held in the Trust Account, including any amounts representing dividends and interest earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination.
To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our 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 June 30, 2025, we had $35,255 in cash.
+Added: As of September 30, 2025, we had $47,150 in cash.
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, and structure, negotiate and complete a Business Combination.
4 unchanged sentences
The units would be identical to the Private Placement Units.
−Removed: At June 30, 2025 and December 31, 2024, no amount were borrowed under the Working Capital Loan program.
−Removed: We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.
+Added: At September 30, 2025 and December 31, 2024, no amount were borrowed under the Working Capital Loan program.
+Added: On August 8, 2025, the Company entered into a non-interest bearing promissory note with the Sponsor for a principal amount of up to $2,000,000.
+Added: The loan on the promissory note is due upon the closing of a Business Combination.
+Added: At September 30, 2025 and December 31, 2024, there was $100,000 and $0, respectively, borrowed under this promissory note.
+Added: We do not believe we will need to raise additional funds in excess of amounts available under the August 8, 2025 promissory note or amounts that may be available under any Working Capital Loans in order to meet the expenditures required for operating our business.
However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.
1 unchanged sentence
Going Concern
−Removed: At June 30, 2025, the Company had cash of $35,255 and a working capital deficit of $128,605.
+Added: At September 30, 2025, the Company had cash of $47,150 and a working capital deficit of $342,263.
If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to completing a Business Combination.
−Removed: Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because
−Removed: the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.
+Added: Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.
The Company has until June 24, 2026, to consummate the initial Business Combination.
If the Company does not complete a Business Combination within the Completion Window, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.
−Removed: In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014 - 15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity issues and mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination by the end of the Combination Period, raises substantial doubt about the Company’s ability to continue as a going concern.
+Added: In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that the liquidity issues and mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination by the end of the Combination Period, raises substantial doubt about the Company’s ability to continue as a going concern.
No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 20, 2026.
3 unchanged sentences
Off-Balance Sheet Financing Arrangements
−Removed: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.
+Added: We have 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.
16 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.