What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2026-02-03 compared with 2025-11-14 · 48 added, 58 removed, 2 unchanged (98% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS.

Use of Proceeds

On August 2, 2024, our sponsor entered into

a subscription agreement with us to purchase 1,725,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.01

Due to the reduction in the offering size, we and our sponsor subsequently amended such securities subscription agreement,

pursuant to which we subsequently cancelled 287,500 founder shares such that our sponsor now owns an aggregate of 1,437,500 founder shares

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

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 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.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

August 2, 2024, our sponsor entered into a subscription agreement with us to purchase 1,725,000 founder shares for an aggregate

purchase price of $25,000, or approximately $0.01 per share.

Due to the reduction in the offering size, we and our sponsor subsequently

amended such securities subscription agreement, pursuant to which we subsequently cancelled 287,500 founder shares such that our sponsor

now owns an aggregate of 1,437,500 founder shares for an aggregate purchase price of $25,000.

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

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.

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

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 December 31, 2025, the Company had a working deficit of $340,048.

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.

of Equity Securities by the Issuer and Affiliated Purchasers

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.

MINE SAFETY DISCLOSURES.

Not applicable.

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