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RELATED PARTIES
 9 Months Ended
Sep. 30, 2025
RELATED PARTIES  
RELATED PARTIES

NOTE 5 — RELATED PARTIES

Founder Shares

On August 1, 2024, the Prior Sponsor received 7,666,667 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a payment of $25,000.

On April 24, 2025, 166,667 Founder Shares were forfeited as the underwriters did not fully exercise the over-allotment option.

On September 18, 2025, pursuant to the Purchase Agreement, the Prior Sponsor sold 7,500,000 Founder Shares and 4,700,000 Private Placement Warrants to the New Sponsor for an aggregate purchase price of $7,400,000, and, upon closing, the New Sponsor became the Company’s sponsor.

The New Sponsor has agreed not to transfer or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the closing of the Company’s initial Business Combination; except to affiliates, members or partners of the Sponsor or their affiliates, or any employees of such affiliates, provided that in each case the transferee agrees in writing to be bound by the terms of the Insider Letter. In connection with the Purchase, the parties also entered into a joinder to and amendment of the Registration Rights Agreement that removed lock‑up obligations under that agreement for the New Sponsor.

General and Administrative Services

Commencing on the effective date of the Initial Public Offering on April 24, 2025 and through the earlier of the Company’s consummation of a Business Combination or its liquidation, the Company has agreed to pay the Sponsor or an affiliate thereof a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. For the nine months ended September 30, 2025, the Company had incurred and paid the Prior Sponsor $50,000 of administrative costs. Pursuant to the Purchase Agreement executed on September 18, 2025, the Administrative Services Agreement with the Prior Sponsor was terminated and no further fees accrue thereafter.

Due from Prior Sponsor

As of April 24, 2025, the consummation date of the Initial Public Offering, the Prior Sponsor had not transferred funds totaling $600,000 from the Prior Sponsor’s account to the Company’s operating account for the purchase of Private Warrants. As such, there was an amount due from the Prior Sponsor of $600,000 as of April 24, 2025. On May 1, 2025, the Prior Sponsor transferred these funds to the operating account and settled the $600,000 balance.

Promissory Notes — Related Party

On August 1, 2024, the Prior Sponsor issued an unsecured promissory note (the “Promissory Note”) to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of up to $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2024, or (ii) the consummation of the Initial Public Offering. On March 14, 2025, the Company amended and restated the Promissory Note to extend the maturity date of the Promissory Note from December 31, 2024 to December 31, 2025. As of September 30, 2025 and December 31, 2024, there was $0 and $152,200 outstanding under the Promissory Note, respectively. As of September 30, 2025 the Promissory Note is not available for further draw down.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2025 and December 31, 2024, there was no amount outstanding under the Working Capital Loans.