What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2026-05-14 compared with 2025-11-12 · 29 added, 25 removed, 12 unchanged (82% of the section changed)

Unregistered Sales of Equity Securities

and Use of Proceeds.

Unregistered Sales of Equity Securities and Use of Proceeds.

There were no sales of unregistered securities

1 unchanged sentence

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.

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

the IPO Registration Statement.

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.

The 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.

The issuance of the Private

Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

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

of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities

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

sold their Private Placement Warrants to the Sponsor.

1 unchanged sentence

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, and September 19, 2025, the Company borrowed $500,000 and $1,500,000, respectively, under the

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Upon consummation

of a Business Combination, Sponsor shall have the option, but not the obligation, to convert up to $1,500,000 of the outstanding unpaid

principal balance under this Note, into Private Placement Warrants at the purchase price of $1.00 per Private Placement Warrant, each

such Private Placement Warrant exercisable to purchase one Class A ordinary share of the Company at $11.50 per share, subject to adjustment.

The Note 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, and September 19, 2025, the Company borrowed $500,000 and $1,500,000,

respectively, 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,

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

and Affiliated Purchasers

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 and Affiliated Purchasers

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