2 unchanged sentences
There were no sales of unregistered securities
−Removed: during the quarterly period covered by the Report.
−Removed: However, simultaneously with the closing of the Initial Public Offering and pursuant
−Removed: to the Private Placement Units Purchase Agreement, we completed the sale of 8,337,500 Private Placement Warrants to the Original Sponsor
−Removed: in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to us of $8,337,500.
−Removed: Private Placement Warrants (and underlying securities) are identical to the Public Warrants, except as otherwise disclosed in the
−Removed: IPO Registration Statement.
+Added: during the quarterly period covered by this Quarterly Report.
+Added: However, simultaneously with the closing of the Initial Public Offering
+Added: and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of 8,337,500 Private Placement Warrants to the Original
+Added: Sponsor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to us of $8,337,500.
+Added: The Private Placement Warrants (and underlying securities) are identical to the Public Warrants, except as otherwise disclosed in
+Added: the IPO Registration Statement.
No underwriting discounts or commissions were paid with respect to such sale.
1 unchanged sentence
Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
−Removed: May 27, 2025, the Original Sponsor and Cantor Fitzgerald & Co.
+Added: 27, 2025, the Original Sponsor and Cantor Fitzgerald & Co.
sold their Private Placement Warrants to the Sponsor.
4 unchanged sentences
event of default, in which case the Note may be accelerated.
−Removed: If the Company does not consummate an initial business combination, the
−Removed: Note will be repaid solely to the extent the Company has funds available outside its trust account established in connection with the
−Removed: Company’s initial public offering.
−Removed: On June 18, 2025, the Company borrowed $500,000 under the Note.
−Removed: The issuance of the Note was
−Removed: made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
+Added: If the Company does not consummate an initial business combination, the Note
+Added: will be repaid solely to the extent the Company has funds available outside its trust account established in connection with the Company’s
+Added: initial public offering.
+Added: On June 18, 2025, and September 19, 2025, the Company borrowed $500,000 and $1,500,000, respectively, under the
+Added: The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Use of Proceeds
−Removed: For a description of the use of the proceeds
−Removed: generated in our Initial Public Offering, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended September
+Added: For a description of the use of the proceeds generated
+Added: in our Initial Public Offering, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2024, as filed with the SEC on November 13, 2024.
−Removed: There has been no material change in the planned use of proceeds from our Initial
−Removed: Public Offering and the Private Placement as described in the IPO Registration Statement.
−Removed: The specific investments in our Trust Account
−Removed: may change from time to time.
+Added: There has been no material change in the planned use of proceeds from our Initial Public
+Added: Offering and the Private Placement as described in the IPO Registration Statement.
+Added: The specific investments in our Trust Account may change
+Added: from time to time.
Purchases of Equity Securities by the Issuer
4 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.