NOEMW — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-15

• ● we may not be able to complete our initial Business Combination within the prescribed time frame (including any extensions which are available), and our sponsor may not have, or be able to raise, sufficient funding to make any extension payments to the trust account required to extend the time fra…

• As discussed in greater detail above, if we are unable to complete a Business Combination by May 22, 2026, unless such date is extended (as discussed below), then the Company will cease all operations except for the purpose of liquidating. We cannot be assured that our plans to consummate an initial…

• If the Board of Directors anticipates that the Company may not be able to consummate an initial business combination by May 22, 2026 (which is currently the case), the Board of Directors, by resolution, may extend the period of time to consummate an initial Business Combination up to six times, each…

• As of the date of this filing, the Board of Directors currently anticipates extending the period of time to consummate an initial Business Combination for one month, and the Company plans to pay an extension fee of approximately $229,700 that is due on May 22, 2026 for such one month extension. Such…

• For the three months ended March 31, 2025, cash provided by investing activities was $15,683, representing cash interest withdrawn from the Trust Account to pay taxes.

Text removed vs the prior filing · source: 10-Q · 2025-11-13

• ● we may not be able to complete our initial Business Combination within the prescribed time frame;

• For the nine months ended September 30, 2024, no cash was used in investing activities.

• For the nine months ended September 30, 2024, cash provided by financing activities was $95,625, consisting of proceeds from our promissory note with our sponsor of $102,300, repayment of promissory note-related party of $2,000, and payments of offering costs of $4,675.

• As of September 30, 2025, we had investments of $71,424,875 held in the trust account. Through September 30, 2025 and December 31, 2024, we have not withdrawn any principal from the trust account, nor any interest earned, except to pay taxes.

• For the three months ended September 30, 2024, we had a net loss of $26,532, which consisted solely of general and administrative expenses.

Text added vs the prior filing · source: 10-Q · 2026-05-15

• Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Text removed vs the prior filing · source: 10-Q · 2025-11-13

• We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Text added vs the prior filing · source: 10-Q · 2026-05-15

• Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal accounting/financial officer), Mr. Brady Rodgers and Mr. Harold R. DeMoss III, respectively, we conducted an evalua…

• Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting

• In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In ad…

Text removed vs the prior filing · source: 10-Q · 2025-11-13

• Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. D…

• Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the…

• We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and proc…