What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2025-11-14 compared with 2025-08-06 · 46 added, 38 removed, 14 unchanged (86% of the section changed)

7 unchanged sentences

for an aggregate purchase price of $25,000.

The registration statement

for our initial public offering was declared effective by the Securities and Exchange Commission on March 31, 2025.

We completed our initial

public offering on April 1, 2025.

In our initial public offering, we sold 5,750,000 units at an offering price of $10.00, including units

sold in connection with the exercise of the Over-Allotment Option, generating gross proceeds of $57,500,000.

Each Unit consisted of one

ordinary share and one right.

Each right entitles the holders thereof to receive one-fifth (1/5 th ) of one ordinary share upon

the consummation of the initial business combination.

Simultaneously with the closing

of the IPO, pursuant to the Private Placement Units Purchase Agreement by and between the Company and our sponsor, UY Scuti Investments

Limited, the Company completed the private sale of an aggregate of 240,848 units (the “Private Placement Units”) to

the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,408,480.

Transaction costs related

to our IPO amounted to $3,019,884, consisting of $875,000 of underwriting fees, $1,812,600 of the Representative Shares and $332,284 of

other offering costs.

A total of $57,500,000, from the proceeds of the IPO and the Private Placement, was placed in a U.S.-based trust

account, established by Continental Stock Transfer & Trust Company, acting as trustee.

Except with respect to interest earned on the

funds in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released

from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption

of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Company’s amended

and restated memorandum and articles of association to (A) modify the substance or timing of its obligation to redeem 100% of the Company’s

public shares if it does not complete its initial business combination within 12 months from the closing of the IPO (or up to 15 months

or 18 months from the closing of the IPO if we extend the period of time to consummate a business combination), or (B) with respect to

any other provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of the Company’s

The registration statement for our initial public

offering was declared effective by the Securities and Exchange Commission on March 31, 2025.

We completed our initial public offering

on April 1, 2025.

In our initial public offering, we sold 5,750,000 units at an offering price of $10.00, including units sold in connection

with the exercise of the Over-Allotment Option, generating gross proceeds of $57,500,000.

Each Unit consisted of one ordinary share and

Each right entitles the holders thereof to receive one-fifth (1/5 th ) of one ordinary share upon the consummation

of the initial business combination.

Simultaneously with the closing of the IPO, pursuant

to the Private Placement Units Purchase Agreement by and between the Company and our sponsor, UY Scuti Investments Limited, the Company

completed the private sale of an aggregate of 240,848 units (the “Private Placement Units”) to the Sponsor at a purchase

price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,408,480.

Transaction costs related to our IPO amounted

to $3,019,884, consisting of $875,000 of underwriting fees, $1,812,600 of the Representative Shares and $332,284 of other offering costs.

A total of $57,500,000, from the proceeds of the IPO and the Private Placement, was placed in a U.S.-based trust account, established

by Continental Stock Transfer & Trust Company, acting as trustee.

Except with respect to interest earned on the funds in the trust

account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust

account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the

Company’s public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated

memorandum and articles of association to (A) modify the substance or timing of its obligation to redeem 100% of the Company’s public

shares if it does not complete its initial business combination within 12 months from the closing of the IPO (or up to 15 months or 18

months from the closing of the IPO if we extend the period of time to consummate a business combination), or (B) with respect to any other

provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of the Company’s

public shares if it is unable to complete its initial business combination within 12 months from the closing of the IPO (or up to 15 months

or 18 months from the closing of the IPO if we extend the period of time to consummate a business combination.

Net cash generated from the IPO and private placement units and held

outside of the trust was used in operating activities was $792,706.

As of June 30, 2025, the Company had working capital of $577,708.

Our management has broad

discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust

Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination

and working capital.

Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates.

We presently have no revenue and have had losses since inception from incurring formation and operating costs.

We have relied upon the

sale of our securities and loans from the Sponsor and other parties to fund our operations.

Net cash generated from the IPO and private placement

units and held outside of the trust was used in operating activities was $792,706.

As of September 30, 2025, the Company had working capital

of $137,696 .

Our management has broad discretion with respect

to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust Account, although substantially

all the net proceeds are intended to be applied generally towards consummating a business combination and working capital.

Since our IPO,

our sole business activity has been identifying and evaluating suitable acquisition transaction candidates.

We presently have no revenue

and have had losses since inception from incurring formation and operating costs.

We have relied upon the sale of our securities and loans

from the Sponsor and other parties to fund our operations.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On September 12, 2025, we issued the Promissory

Note II to the Sponsor.

The outstanding principal balance of the Promissory Note II may be converted by the Sponsor into units of our

securities at a conversion price equal to $10.00 per unit with each unit consisting of one ordinary share and one right to receive one-fifth

of one ordinary share.

For additional information regarding the Promissory Note II, see “ Management’s Discussion and Analysis

of Financial Condition and Results of Operations -- Liquidity and Capital Resources ”, which information is incorporated herein

by reference.

DEFAULTS UPON SENIOR SECURITIES.

2 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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities