NPACU — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-14

• On March 16, 2026, we entered into the Abra BCA with Abra and the Merger Sub. Pursuant to the Abra BCA and subject to the terms and conditions set forth therein, (i) on or prior to the closing (the “Closing”, and the date and time of the Closing, the “Closing Date”) of the Abra BCA, we will de-regis…

• Additionally, at the effective time of the Merger (the “Effective Time”), each outstanding and unexercised option (each, an “Abra Option”) to purchase common stock of Abra, par value $0.0001 per share (the “Abra Common Stock”) will be assumed by and become an option of our Company (each, an “Assumed…

• The aggregate consideration to be delivered to the security holders of Abra as of the Effective Time (collectively, the “Company Security Holders”) will be a number of newly issued shares of SPAC Common Stock equal to Seven Hundred Fifty Million U.S. Dollars ($750,000,000), divided by the Redemption…

• The “Fully-Diluted Company Shares” means (a) the total number of issued and outstanding shares of Abra Common Stock issued and outstanding as of immediately prior to the Effective Time, plus (b) the aggregate number of shares of Abra Common Stock issuable upon, or pursuant to, the exercise of Abra O…

• The Abra BCA contains representations and warranties that are reasonably customary for similar transactions that are made by the parties as of the date of the Abra BCA, or other specified dates, solely for the benefit of certain of the parties to the Abra BCA, and in certain cases are subject to spe…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• We have neither engaged in any operations nor generated any revenues to date. Our only activities since December 4, 2024 (inception) through September 30, 2025 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating p…

• For the three months ended September 30, 2025, we had net income of $2,993,917, which consists of interest income on marketable securities held in the Trust Account of $3,174,569, offset by general and administrative costs of $180,652.

• For the nine months ended September 30, 2025, we had net income of $4,986,136, which consists of interest income on marketable securities held in the Trust Account of $5,383,501, offset by general and administrative costs of $397,365.

• As of September 30, 2025, we had marketable securities held in the Trust Account of $307,034,251 (including approximately $5,383,501 of interest income), which was invested in money market funds that invest in U.S. treasury securities. We may withdraw interest from the Trust Account to pay taxes, if…

• Commencing on April 23, 2025, and until the completion of our Business Combination or liquidation, we reimburse the Sponsor $20,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three months ended Septembe…

Text added vs the prior filing · source: 10-Q · 2026-05-14

• There have been no changes to our internal control over financial reporting during the quarterly period ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text added vs the prior filing · source: 10-Q · 2026-05-14

• We anticipate that our securities will be suspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by the 36 Month period. Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect …

• Our IPO Registration Statement was declared effective by the SEC on April 23, 2025 and our securities are currently listed on the Global Market tier of Nasdaq. Pursuant to our Amended and Restated Articles, we have until April 25, 2027 to consummate our initial Business Combination.

• Under the Nasdaq Rules, a SPAC’s Nasdaq-listed securities will be immediately suspended from trading if the SPAC does not meet the Nasdaq 36-Month Requirement, and Nasdaq will, at such point, commence delisting procedures. Although a SPAC can request a hearing before the hearing panel of Nasdaq (the…

• Accordingly, were we to amend our Amended and Restated Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would still need to consummate our initial Business Combination on or prior to 36-Months in order to avoid a suspension of our securities fr…

• ●making our securities appear to be less attractive to potential target companies than the securities of an exchange listed SPAC

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• There is substantial doubt about our ability to continue as a “going concern.”

• In connection with our assessment of going concern considerations under applicable accounting standards, Management has determined that our possible need for additional financing to enable us negotiate and complete our initial Business Combination, as well as the deadline by which we may be required…