ADDED
As of March 23, 2026, 10,919,375 Class A Ordinary Shares, par value $0.0001 per share, and 990,000 Class B Ordinary Shares, par value $0.0001 per share, were issued and outstanding.
Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities 41 Item 6.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 45 Item 9A.
Security Ownership of Certain Beneficial Owners and Management and related Shareholder Matters 53 Item 13.
Risk Factor Summary Our Public Shareholders may not be afforded an opportunity to vote on our initial business combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial business combination even though a majority of our Public Shareholders do not support such a combination.
Our Public Shareholders only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of their right to redeem their Public Shares from us for cash.
If we seek shareholder approval of our initial business combination, as we expect to do in connection with the Proposed Business Combination, the Sponsors and Representatives have agreed to vote in favor of the Proposed Business Combination, regardless of how our Public Shareholders vote.
The ability of our Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure.
ii The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
REMOVED
Accordingly, there was no market value for the registrant s Class A ordinary shares on such date.
As of April 15, 2025, 11,909,375 Class A ordinary shares, par value $0.0001 per share, and 3,018,750 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.
333-284082) is incorporated into certain portions of Parts I, II, and III, as disclosed herein..
Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 6 Item 6.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 13 Item 9A.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 19 Item 13.
BUSINESS We are a blank check company incorporated on May 31, 2024 in the Cayman Islands as an exempted company, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a Business Combination ).
On February 14, 2025, the Company consummated its initial public offering ( Initial Public Offering or IPO ) of 8,625,000 Units ( Units and, with respect to the Class A ordinary shares included in the Units being offered, the Public Shares ), including 1,125,000 Units subject to the underwriters over-allotment option.
Each Unit consists of one Class A Ordinary Share and one Right, each Right entitling the holder thereof to receive one-fifth of one Class A Ordinary Share upon the completion of the Company s initial business combination.
Simultaneously with the consummation of the IPO, the Company consummated a private placement (the Private Placement ) of 265,625 units ( Private Placement Units ), at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,656,250.