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Commitments and Contingencies
6 Months Ended
Jun. 30, 2025
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 5—COMMITMENTS AND CONTINGENCIES

 

Risks and Uncertainties

 

The United States has recently enacted and proposed to enact significant new tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. Any of these factors could depress economic activity and restrict potential target companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact the Company’s possibility of closing an initial business combination. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions could adversely affect the Company’s search for an initial business combination and any target business with which it may ultimately consummate an initial business combination.

 

Registration Rights

 

The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants and the Class A ordinary shares underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the Company’s initial business combination pursuant to a registration rights agreement signed on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

Pursuant to the underwriting agreement, the sponsor and the executive officers and directors have agreed that, for a period of 180 days from the date of the initial public offering, they will not, without the prior written consent of the underwriters, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or warrants, subject to certain exceptions. The representative in its discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. The sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private placement warrants pursuant to the letter agreement described herein.

 

 

On July 18, 2025, the Company paid a cash discount of 1.5% of the per unit initial public offering price on the base units sold in the Offering (or $2,625,000 in aggregate) to the underwriters at the closing of the initial public offering, with an additional fee of 4.5% of the gross initial public offering proceeds with respect to the base units sold in the Offering (and 6.0% of the per unit initial public offering price on the units sold pursuant to the underwriters’ over-allotment option) payable only upon the Company’s completion of its initial business combination (the “Deferred Discount”).

 

A Deferred Discount of $9,399,690, including the partial exercise of the over-allotment option, will become payable to the underwriters from the amounts held in the trust account solely in the event the Company completes its initial business combination.