Pelican Acquisition II Corp S-1/A, filed Jul 10, 2026

Pelican Acquisition II Corp (PLCI)

S-1/A 2026-07-10

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Added on October 27, 2026

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Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

As of June 30, 2026
Offering Price of $10.00 per Unit		25% of Maximum Redemption				50% of Maximum Redemption				75% of Maximum Redemption				100% Redemption
NTBV		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price
Assuming Full Exercise of Over-Allotment Option
$	7.25	$	6.63	$	3.37	$	5.68	$	4.32	$	4.00	$	6.00	$	0.27	$	9.73
Assuming No Exercise of Over-Allotment Option
$	7.24	$	6.62	$	3.38	$	5.67	$	4.33	$	3.99	$	6.01	$	0.28	$	9.72

Prospectus Summary		1
Cautionary Note Regarding Forward-Looking Statements		28
Summary Risk Factors		29
Summary Financial Data		31
Risk Factors		32
Use of Proceeds		66
Dividend Policy		69
Dilution		70
Capitalization		72
Management’s Discussion and Analysis of Financial Condition and Results of Operations		73
Proposed Business		78
Management		91
Principal Shareholders		101
Certain Relationships and Related Party Transactions		103
Description of Securities		105
Income Tax Considerations		120
Share Eligible for Future Sale		130
Underwriting		132
Legal Matters		142
Experts		142
Where You Can Find Additional Information		142
Index to Financial Statements		F-1

	●	“Sponsor” is to Pelican II Capital Solutions Limited;

	●	“working capital loans” are to certain loans to be extended by our initial shareholders, officers and directors or their affiliates in order to meet our working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient. Our initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or at the holder’s discretion, up to $1,500,000 of the notes may be converted into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 units, comprised of 150,000 ordinary shares and 150,000 rights). If we do not complete a business combination, the loans will only be repaid with funds not held in the trust account, to the extent available;

	●	“$,” “US$” and “U.S. dollar” each refer to the United States dollar.

Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid
2,875,000 ordinary shares		$25,000
311,500 private units		$3,115,000
Up to $200,000		Loan of the same amount to pay for expenses of this offering
$15,000 per month		Office space and administrative services
Undetermined, of which up to $1,500,000 may be converted, at the discretion of the holder, into private units at a price of $10.00 per unit		Additional loans to be made by Sponsor, officers, directors or their affiliates
Undetermined		Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination

Subject Shares		Persons Subject to Restrictions		Expiration Date		Exceptions to Transfer Restrictions
Founder Shares		Sponsor, director nominees, officers and transferees		180 days following the consummation of our initial business combination.		Transfers permitted (a) to our officers, directors any affiliate or family member of any of our or the underwriter’s officers, directors, any members or partners of the sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Combination Period or in connection with the consummation of a business combination at

Securities offered	7,500,000 units at $10.00 per unit, each unit consisting of:

		●	One ordinary share, and

		●	One right.

Proposed Nasdaq symbols	We anticipate that the units, the ordinary shares, and the rights, once they begin separate trading, will be listed on the Nasdaq under the symbols,

		●	units: PLCIU;

		●	ordinary shares: PLCI;

		●	rights: PLCIR.

Trading commencement and separation of ordinary shares and rights	Each of the ordinary shares and rights may trade separately on the 90th day after the date of this prospectus unless EarlyBirdCapital determines that an earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will EarlyBirdCapital allow separate trading of the ordinary shares and rights prior to our filing of an audited balance sheet with the SEC which evidences our receipt of the gross proceeds from this offering. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if EarlyBirdCapital has allowed separate trading of the ordinary shares and rights prior to the 90th day after the date of this prospectus.

	Once the ordinary shares and rights commence separate trading, holders will have the option to continue to hold units or separate their units into their component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into separately traded ordinary shares and rights.

Units:

Number outstanding before this offering		0

Number outstanding after this offering and private placement		7,886,500⁽¹⁾

Ordinary shares:

Number outstanding before this offering		3,075,000 ordinary shares⁽²⁾

Number outstanding after this offering and private placement offering		10,586,500 ordinary shares⁽³⁾

Rights:

Number of Rights outstanding before this offering		0

Number of Rights outstanding after this offering and private placement		7,886,500⁽³⁾

(1)	This assumes no exercise of the underwriter’s over-allotment option.
(2)	Represents 2,875,000 founder shares (including up to an aggregate of 375,000 ordinary shares subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is not exercised in full or in part) and 200,000 EBC founder shares.
(3)	The numbers assume that the underwriter’s over-allotment has not been exercised and an aggregate of 375,000 ordinary shares held by our Sponsor have been forfeited.

Founder shares and EBC founder shares	On March 20, 2026, the Company and the Sponsor entered into a Securities Subscription Agreement, pursuant to which our Sponsor purchased 2,875,000 ordinary shares, for an aggregate purchase price of $25,000, or approximately $0.0087 per ordinary share (or $0.01 in the case of the forfeiture of 375,000 shares if the over-allotment option is not exercised). Prior to the initial investment in the company of $25,000 by our Sponsor, the company had no assets, tangible or intangible. The number of founder shares issued was determined based on the expectation that the founder shares would represent approximately 25% of the outstanding shares after this offering (excluding the private shares and the EBC founder shares). None of our Sponsor, officers, nor directors has expressed an intention to purchase any units in this public offering. We will effect a stock dividend or share contribution prior to this offering should the size of the offering change, in order to maintain such ownership percentage.

	On April 2, 2026, EarlyBirdCapital purchased an aggregate of 200,000 EBC founder shares from us for an aggregate purchase price of $2,318.

	The founder shares and EBC founder shares are identical to the ordinary shares included in the units being sold in this offering, except that:

		●	the founder shares and EBC founder shares are subject to certain transfer restrictions, as described in more detail below;

		●	the holders of the founder shares (but not the holders of the EBC founder shares) have agreed to vote any founder shares and private shares held by them and, subject to applicable securities laws, any public shares purchased in or after this offering in favor of our initial business combination; and

			●	our Sponsor, officers and directors and the holders of the EBC founder shares have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares, EBC founder shares and, with respect to our Sponsor, officers and directors, public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares, EBC founder shares and, with respect to our Sponsor, officers and directors, public shares they hold in connection with a shareholder vote to approve an amendment to our Memorandum and Articles of Association (A) to modify the substance or timing of the ability of holders of our public shares to seek redemption in connection with our initial business combination or our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 21 months from the consummation of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares and EBC founder shares they hold if we fail to complete our initial business combination within 21 months from the consummation of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame. Permitted transferees of the founder shares and EBC founder shares would be subject to the same restrictions; and

			●	the founder shares and EBC founder shares are entitled to registration rights.

Transfer restrictions on founder shares and EBC founder shares		Our Sponsor and initial shareholders have agreed not to transfer, assign, or sell any of the founder shares (except to certain permitted transferees) until the 180th day following the consummation of an initial business combination or earlier if, subsequent to our initial business combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities, or other property.

		The EBC founder shares may not be transferred, assigned or sold (except to the same permitted transferees as the founder shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the founder shares must agree to, each as described herein) until the consummation of an initial business combination.

Proceeds to be held in the trust account		Nasdaq rules provide that at least 90% of the gross proceeds from this offering must be deposited into a trust account. Of the net proceeds of this offering and the sale of the private units, $10.10 per unit will be placed into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee.

		The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds.

		(b)	the redemption of any public shares properly submitted in connection with a shareholder vote to amend our Memorandum and Articles of Association to (i) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 21 months from the consummation of this offering or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; and,

		(c)	the redemption of our public shares if we are unable to complete our initial business combination within 21 months from the consummation of this offering, subject to applicable law.

	The proceeds deposited in the trust account could be subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders; although we will generally seek to require that creditors waive their right to make claims against the proceeds held in the trust account.

Anticipated expenses and funding sources	Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use except for permitted withdrawals. The proceeds held in the trust account will be held in demand deposit or cash accounts or invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination how the funds in the trust account are being held.

Unless and until we complete our initial business combination, we may pay our expenses only from:

	●	$960,000 in working capital not held in trust that will be available to us from the net proceeds of this offering and the sale of the private placement units (which is the amount of funds estimated to be available after the payment of approximately $655,000 in expenses relating to this offering (excluding the underwriting discounts totaling $1,500,000 or, $1,725,000 if the over-allotment option is exercised in full); and

		However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing our securities during certain blackout periods when they are in possession of any material non-public information and (ii) clear all trades of company securities with a compliance officer prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase shares in such transactions prior to completion of our initial business combination. See “Proposed Business — Permitted Purchases of Our Securities” for a description of how our Sponsor, initial shareholders, directors, officers or any of their affiliates will select which shareholders to purchase securities from in any private transaction. Our Sponsor, directors, officers or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

		The purpose of any such purchases of shares could be to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing, or trading of our securities on a national securities exchange.

Manner of conducting redemptions	In connection with our initial business combination, we will provide our public shareholders with the opportunity to redeem all or a portion of their public shares either (i) pursuant to a shareholder meeting called to approve the initial business combination or (ii) without a shareholder vote by means of conducting a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

	The requirement that we provide our public shareholders with the opportunity to redeem their public shares may be amended if approved by holders of at least two-thirds of our ordinary shares entitled to vote thereon.

	Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against, or abstain from voting on, the proposed transaction or whether they were a shareholder on the record date for the shareholder meeting held to approve the proposed transaction.

	If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we can:

		●	conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

		Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase ordinary shares in the open market so as to comply with Rule 14e-5 under the Exchange Act.

		We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, deliver their shares to our transfer agent electronically using the Continental Stock Transfer & Trust system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares.

		The proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof.

Release of funds in trust account upon the close of our initial business combination		An aggregate of $10.10 per unit sold to the public in this offering (regardless of whether or not the over-allotment option is exercised) will be placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, pursuant to an agreement to be signed on the date of this prospectus. The trustee will deposit the proceeds into a United States-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The proceeds will be invested at the direction of the trustee. Except as set forth below, the proceeds held in the trust account will not be released until the earlier of the completion of an initial business combination and our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required time period. Therefore, unless and until an initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business.

		Upon the consummation of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public shareholders who exercise their redemption rights as described above under “Redemption rights for public shareholders upon completion of our initial business combination,” to pay EarlyBirdCapital the fee payable pursuant to the Business Combination Marketing Agreement described under the heading “Underwriting,”, to pay all or a portion of the consideration payable to the target or targets or owners of the target or targets of our initial business combination, and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using stock or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies, or for working capital.

		Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.10 per ordinary share.

		If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.10 per public ordinary share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor-creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, by paying public shareholders from the trust account prior to addressing the claims of creditors, our board of directors may be deemed to have breached its fiduciary duty to our creditors and/or to have acted in bad faith, thereby exposing itself and our company to claims of punitive damages. We cannot assure you that claims will not be brought against us for these reasons.

		The holders of the founder shares will not participate in any redemption distribution with respect to their founder shares, but may have any public shares redeemed upon liquidation.

		If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking into account any issues of taxation or interest earned on the trust account, we expect that the initial per-share redemption price will be approximately $10.10.

		We will pay the costs of any liquidation following the redemptions from our remaining assets outside of the trust account. We may use up to $50,000 of interest earned on the assets in the trust account to pay liquidation and dissolution expenses. If such funds are insufficient, our insiders have agreed to pay the funds necessary to complete such liquidation. Our insiders have also agreed not to seek repayment for such expenses.

	Further, in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entities. Accordingly, subject to his or her fiduciary duties under Cayman Islands law and pursuant to our letter agreement, prior to the consummation of our initial business combination, such opportunities first shall be presented to us. Our Memorandum and Articles of Association provides that, to the maximum extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. In the case that our Sponsor, directors, and officers form, or otherwise become involved with, any other SPACs prior to completing our initial business combination in the future, we expect that we will generally have priority over any such other special purpose acquisition companies with respect to acquisition opportunities until we complete our initial business combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential initial business combination. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis.

Limited payments to insiders	Except as set forth below, there will be no finder’s fees, reimbursements or cash payments made to our initial shareholders or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to this offering to be paid either prior to or in connection with our initial business combination. Notwithstanding the foregoing, the following payments will be made to our initial shareholders or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination:

		●	Repayment of an aggregate of up to $200,000 in loans made to us by our Sponsor.

		●	Reimbursement for office space, utilities and secretarial and administrative support made available to us by our Sponsor or an affiliate thereof, in an amount equal to $15,000 per month until the consummation of the initial business combination.

		●	Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.

		●	Repayment of non-interest bearing loans which may be made by our initial shareholders or their affiliates (of which up to $1,500,000 may be converted, at the discretion of the holder, into private units at a price of $10.00 per unit) to finance transaction costs in connection with an intended initial business combination.

Audit Committee		We will establish and maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled “Management — Committees of the board of directors — Audit Committee.”

		Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.

	●	We rely upon key personnel in order to identify a target, effect an initial business combination, and operate successfully thereafter. Our results could be negatively impacted by the loss of any individual prior to or after the business combination.

	●	We are dependent upon our officers and directors, and their departure could adversely affect our ability to operate.

	●	Since our Sponsor, officers, and directors will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

	●	We are a Cayman Islands exempted company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

	●	Past performance of members of our management team may not be indicative of future performance of an investment in the Company.

	●	We may affect our initial business combination with a company located outside of the United States.

	●	There are costs and difficulties inherent in managing cross-border business operations.

	●	Many countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition.

	●	If relations between the United States and foreign governments deteriorate, it could cause potential target businesses or their goods and services to become less attractive.

	●	If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws.

	●	Because foreign law could govern our material agreements, we may not be able to enforce our rights within such jurisdiction or elsewhere.

	●	U.S. laws and regulations, including the Holding Foreign Companies Accountable Act, may restrict or eliminate our ability to complete a business combination with certain companies.

	June 30, 2026
	Actual			As Adjusted
Balance Sheet Data:
Working capital (deficit)⁽¹⁾	$	(131,684	)	$	959,177
Total assets⁽²⁾	$	130,861		$	76,709,177
Total liabilities	$	131,684		$	99,243
Value of ordinary shares subject to possible redemption/tender⁽³⁾	$	-		$	71,752,325
Shareholders’ (deficit)/equity⁽⁴⁾	$	(823	)	$	4,857,609

(1)	The “as adjusted” calculation includes $960,000 in cash held outside the trust account, plus $(823) of actual shareholders’ deficit (including $2,318 from the sale of EBC founder shares) at June 30, 2026.
(2)	The “as adjusted” calculation includes $75,750,000 of cash held in the trust account from the proceeds of this offering and the sale of the private placement units, plus $960,000 in cash held outside the trust account, plus $(823) of actual shareholders’ deficit (including $2,318 from the sale of EBC founder shares) at June 30, 2026.
(3)	The “as adjusted” value of ordinary shares which may be redeemed for cash represents the net proceeds allocated to the 7,500,000 ordinary shares sold in the offering, less offering costs allocated to redeemable shares using the relative fair value method.
(4)	Excludes 7,500,000 ordinary shares purchased in the public market which are subject to redemption in connection with our initial business combination. The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the value of ordinary shares that may be redeemed in connection with our initial business combination (approximately $10.10 per ordinary share).

	●	the Company’s registration statement/proxy statement filed for its business combination transaction would include a representation that any of the Company’s securities purchased by the Company’s Sponsor, directors, officers or their affiliates would not be voted in favor of approving the business combination transaction;

	●	the Company’s Sponsor, directors, officers or their affiliates would waive any redemption rights with respect to the Company’s securities purchased; and

	i.	the amount of the Company’s securities purchased outside of the redemption offer by the Company’s Sponsor, directors, officers or their affiliates, along with the purchase price;

	ii.	the purpose of the purchases by the Company’s Sponsor, directors, officers or their affiliates;

	iii.	the impact, if any, of the purchases by the Company’s Sponsor, directors, officers or their affiliates on the likelihood that the business combination transaction will be approved;

	iv.	the identities of Company security holders who sold to the Company’s Sponsor, directors, officers or their affiliates (if not purchased on the open market) or the nature of Company security holders (e.g., 5% security holders) who sold to the Company’s Sponsor, directors, officers or their affiliates; and

	v.	the number of Company securities for which the Company has received redemption requests pursuant to its redemption offer.

Public shares		7,500,000
Private shares		386,500
Founder shares		2,500,000
EBC founder shares		200,000
Total shares		10,586,500
Total funds in trust available for initial business combination	$	75,750,000
Initial implied value per public share	$	10.10
Implied value per share upon consummation of initial business combination	$	7.16

	Without Over-Allotment Option		Over-Allotment Option Exercised
Gross proceeds
From offering⁽¹⁾	$	75,000,000	$	86,250,000
From sale of units via private placement	$	3,865,000	$	4,202,500
Total gross proceeds	$	78,865,000	$	90,452,500
Offering expenses⁽²⁾
Underwriting discounts (2% of gross proceeds from offering)	$	1,500,000	$	1,725,000
Initial trustee fees	$	8,500	$	8,500
Legal fees and expenses	$	375,000	$	375,000
Nasdaq listing fee	$	80,000	$	80,000
Printing and engraving expenses	$	30,000	$	30,000
Accounting fees and expenses	$	60,000	$	60,000
SEC & FINRA registration fees	$	38,005	$	38,005
Underwriter expenses reimbursement	$	40,000	$	40,000
Miscellaneous expenses	$	23,495	$	23,495
Total offering expenses (including underwriting discounts)	$	2,155,000	$	2,380,000

Held in the trust account	$	75,750,000	$	87,112,500
Not held in the trust account	$	960,000	$	960,000

	Amount		% of Total
Legal, accounting and other expenses attendant to the structuring and negotiation of our initial business combination	$	350,000		36.46	%
Legal and accounting fees relating to SEC reporting obligations	$	40,000		4.16	%
Third party expenses related to the search for target businesses and due diligence investigation	$	90,000		9.38	%
Director and officer (D&O) insurance premiums	$	170,000		17.71	%
Payment of administrative fee to the Sponsor ($15,000 per month for 21 months)	$	270,000		28.13	%
Working capital and reserves (including finders’ fees, consulting fees or other similar compensation and liquidation obligations and reserves, if any)	$	40,000		4.16	%
Total	$	960,000		100.00	%

(1)	Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of an initial business combination.
(2)	A portion of the offering expenses will be paid from the proceeds of a loan from our Sponsor up to $200,000 as described in this prospectus. This amount will be repaid upon completion of this offering out of the $960,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) and amounts not to be held in the trust account. In the event that offering expenses are less than set forth in this table, any such amounts will be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account.
(3)	These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring a business combination based upon the level of complexity of such business combination. In the event we identify an acquisition target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses.