ADDED
As of March 30, 2026, there were 6,236,713 Class A ordinary shares, par value $0.0001 per share, and 2,422,078 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.
On January 28, 2025, we issued an unsecured promissory note in the principal amount of up to $1,900,000 to the Sponsor, of which we borrowed $1,540,000 as of December 31, 2025.
On June 25, 2025, we issued a second unsecured promissory note in the principal amount of up to $2,500,000 to the Sponsor, of which we borrowed $1,700,000 as of December 31, 2025.
In such case, our Sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination which represents more than 50% of the total shares needed for approval and therefore will not need to consider the impact of the public shareholders vote.
By limiting our shareholders ability to redeem no more than 15% of the shares sold in the IPO without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until September 29, 2026.
There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination by September 29, 2026.
On November 1, 2025, all independent directors agreed to cease receiving their monthly fees going forward.
These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
We may not be able to consummate an initial business combination by September 29, 2026, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
REMOVED
As of March 17, 2025, there were 10,000,000 Class A ordinary shares, par value $0.0001 per share, and 6,422,078 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.
On January 28, 2025, we issued an unsecured promissory note in the principal amount of up to $1,900,000 to the Sponsor, of which we had been advanced $840,000 as of December 31, 2024.
The advance was converted to this promissory note once the note was executed on January 28, 2025.
In such case, our Sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination.
As a result, in addition to our initial shareholders founder shares, we would need 1,788,962, or 17.89% (assuming all issued and outstanding shares are voted) of the 10,000,000 public shares sold in the IPO to be voted in favor of an initial business combination in order to have our initial business combination approved; and assuming only the minimum number of shares representing a quorum are voted, our initial shareholders founder shares will be enough to have our initial business combination approved.
If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until July 11, 2025.
There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination by July 11, 2025.
Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.
These financial statements may be required to be prepared in accordance with, or reconciled to, accounting principles generally accepted in the United States of America ( GAAP ), or International Financial Reporting Standards ( IFRS ), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board ( PCAOB ).
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30.