What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2025-08-14 compared with 2025-05-13 · 27 added, 14 removed, 11 unchanged (79% of the section changed)

1 unchanged sentence

and Use of Proceeds.

There were no sales of unregistered

securities during the quarterly period covered by the Report.

However, simultaneously with the closing of the Initial Public Offering

and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of 8,337,500 Private Placement Warrants to the

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.

The Private Placement Warrants (and underlying securities) are identical to the Public Warrants, except as otherwise disclosed in

the IPO Registration Statement.

There were no sales of unregistered securities

during the quarterly period covered by the Report.

However, simultaneously with the closing of the Initial Public Offering and pursuant

to the Private Placement Units Purchase Agreement, we completed the sale of 8,337,500 Private Placement Warrants to the Original 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.

Private Placement Warrants (and underlying securities) are identical to the Public Warrants, except as otherwise disclosed in 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.

May 27, 2025, the Original Sponsor and Cantor Fitzgerald & Co.

sold their Private Placement Warrants to the Sponsor.

On June 16, 2025, the Company issued the Note

to the Sponsor, pursuant to which the Company can borrow up to an aggregate principal amount of $2,500,000 from the Sponsor.

bears no interest and is payable in full on the Maturity Date.

A failure to pay the principal on the Maturity Date shall be deemed an

event of default, in which case the Note may be accelerated.

If the Company does not consummate an initial business combination, the

Note will be repaid solely to the extent the Company has funds available outside its trust account established in connection with the

Company’s initial public offering.

On June 18, 2025, the Company borrowed $500,000 under the Note.

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

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.

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.

The specific investments

in our Trust Account may change from time to time.

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.

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.

The specific investments in our Trust Account

may change 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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities