Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: There were no sales of unregistered securities
−Removed: during the quarterly period covered by this Quarterly Report.
−Removed: However, simultaneously with the closing of the Initial Public Offering
−Removed: and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of 8,337,500 Private Placement Warrants to the
−Removed: Original Sponsor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to us
−Removed: of $8,337,500.
−Removed: The Private Placement Warrants (and underlying securities) are identical to the Public Warrants, except as otherwise
−Removed: disclosed in the IPO Registration Statement.
−Removed: No underwriting discounts or commissions were paid with respect to such sale.
−Removed: of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
−Removed: On May 27, 2025, the Original Sponsor and Cantor Fitzgerald & Co.
−Removed: sold their Private Placement Warrants to the Sponsor.
−Removed: On June 16, 2025, the Company issued the Note
−Removed: to the Sponsor, pursuant to which the Company can borrow up to an aggregate principal amount of $2,500,000 from the Sponsor.
−Removed: Upon consummation
−Removed: of a Business Combination, Sponsor shall have the option, but not the obligation, to convert up to $1,500,000 of the outstanding unpaid
−Removed: principal balance under this Note, into Private Placement Warrants at the purchase price of $1.00 per Private Placement Warrant, each
−Removed: such Private Placement Warrant exercisable to purchase one Class A ordinary share of the Company at $11.50 per share, subject to adjustment.
−Removed: The Note bears no interest and is payable in full on the Maturity Date.
−Removed: A failure to pay the principal on the Maturity Date shall be
−Removed: deemed an event of default, in which case the Note may be accelerated.
−Removed: If the Company does not consummate an initial business combination,
−Removed: the Note will be repaid solely to the extent the Company has funds available outside its trust account established in connection with
−Removed: the Company’s initial public offering.
−Removed: On June 18, 2025, and September 19, 2025, the Company borrowed $500,000 and $1,500,000,
−Removed: respectively, under the Note.
−Removed: The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2)
−Removed: of the Securities Act.
+Added: There were no sales of unregistered securities during the quarterly period covered by this Quarterly Report.
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
−Removed: 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: For a description of the use of the proceeds 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 30, 2024, as filed with the SEC on November 13, 2024.
+Added: There has been no material change in the planned use of proceeds from our Initial Public Offering and the Private Placement as described in the IPO Registration Statement.
+Added: The specific investments in our Trust Account may change from time to time.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
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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.