20 unchanged sentences
We have neither engaged in any operations nor generated any revenues to date.
−Removed: Our only activities from April 23, 2024 (inception) through September 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described in Note 1, and identifying a target company for a Business Combination.
+Added: Our only activities from April 23, 2024 (inception) through March 31, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described in Note 1, 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.
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 September 30, 2025, we had net income of $1,970,034, which consisted of earnings from investments held in Trust Account of $2,128,162 offset by general and administrative costs of $158,128.
−Removed: For the nine months ended September 30, 2025, we had net income of $2,297,662, which consisted of earnings from investments held in Trust Account of $3,126,740 offset by general and administrative costs of $647,828 and share-based compensation expense of $181,250.
−Removed: For the three months ended September 30, 2024, we had a net loss of $14,270 which consisted of general and administrative costs.
−Removed: For the period from April 23, 2024 (inception) through September 30, 2024, we had a net loss of $38,917 which consisted of general and administrative costs.
+Added: For the three months ended March 31, 2026, we had a net income of $993,698, which consisted of earnings from investments held in Trust Account of $1,821,649 offset by California franchise tax of $498,282 and general and administrative costs of $329,669.
+Added: For the three months ended March 31, 2025, we had a net loss of $163,101, which consisted of compensation expense of $145,000 and general and administrative expenses of $18,101.
Liquidity, Capital Resources and Going Concern
3 unchanged sentences
We incurred $10,727,318, consisting of $1,500,000 of cash underwriting fees (net of $2,000,000 underwriters’ reimbursement), $7,568,750 of deferred underwriting fees, and $1,658,568 of other offering costs.
−Removed: For the nine months ended September 30, 2025, cash provided by operating activities was $877,178.
−Removed: Net income of $2,297,662 was affected by payment of operation costs through promissory note of $10,000, earnings from investments held in the Trust Account of $3,126,740, deferred legal fees of $60,016 and compensation expense of $181,250.
+Added: For the three months ended March 31, 2026, cash provided by operating activities was $126,879.
+Added: Net income of $993,698 was affected by earnings from investments held in the Trust Account of $1,821,649 and deferred legal fees of $91,139.
Changes in operating assets and liabilities provided $609,933 of cash for operating activities.
−Removed: For the period from April 23, 2024 (inception) through September 30, 2024, cash provided by operating activities was $0.
−Removed: Net loss of $38,917 was affected by formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares of $13,097 and payment of operation costs through promissory note of $20,400.
+Added: For the three months ended March 31, 2025, cash used in operating activities was $0.
+Added: Net loss of $163,101 was affected by compensation expense of $145,000 and payment of operation costs through promissory note of $10,001.
Changes in operating assets and liabilities provided $8,100 of cash for operating activities.
−Removed: As of September 30, 2025, our investment in the trust account consisted of money market funds of $204,376,740.
−Removed: We may withdraw earnings from the Trust Account to pay taxes, if any.
+Added: As of March 31, 2026, our investment in the trust account consisted of money market funds of $208,178,661.
+Added: We may withdraw earnings from the Trust Account to pay taxes.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing earnings earned on the Trust Account (less 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 September 30, 2025, we had cash of $0 and $461,395 due from the Sponsor.
+Added: As of March 31, 2026, we had cash of $131,087.
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: We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.
+Added: We may need to raise additional funds 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.
Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
−Removed: In connection with our assessment of going concern considerations in accordance with ASC 204-50, “Presentation of Financial Statements—Going Concern,” we have incurred and expect to continue to incur significant costs in pursuit of its financing and acquisition plans.
−Removed: The lack of cash available raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited financial statements are issued.
−Removed: Management plans to address this uncertainty through collection of funds due from the Sponsor and a Business Combination.
−Removed: There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period.
−Removed: The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
+Added: In connection with our assessment of going concern considerations in accordance with ASC 204-50, “Presentation of Financial Statements—Going Concern,” we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.
+Added: In addition, we have determined that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except for the purpose of liquidating.
+Added: These conditions raise substantial doubt about our ability to continue as a going concern.
+Added: We plan to address this uncertainty through a Business Combination.
+Added: There are no assurances that our plans to consummate a Business Combination will be successful within the Combination Period.
+Added: The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
−Removed: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025.
+Added: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 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.
6 unchanged sentences
Critical Accounting Estimates
−Removed: The preparation of the unaudited condensed financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported.
+Added: The preparation of the unaudited condensed financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.
Making estimates requires management to exercise significant judgement.
1 unchanged sentence
Accordingly, the actual results could materially differ from those estimates.
−Removed: As of September 30, 2025, we did not have any critical accounting estimates to be disclosed.
+Added: As of March 31, 2026, we did not have any critical accounting estimates to be disclosed.
Recent Accounting Standards
3 unchanged sentences
The Company is currently evaluating the impact of adopting ASU 2024-03.
−Removed: On December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
−Removed: Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.
−Removed: ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.
−Removed: Early adoption is permitted.
−Removed: The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.
−Removed: The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement.
+Added: The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statement.
Quantitative and Qualitative Disclosures About Market Risk
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.