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Related Party Transactions
 6 Months Ended
Jun. 30, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

 

Founder Shares

 

On January 29, 2025, the Company issued an aggregate of 6,062,500 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), in exchange for a $25,000 payment (approximately $0.003 per share) from the Sponsor to cover certain expenses on behalf of the Company. On March 7, 2025, the Company issued a share recapitalization for 262,500 ordinary shares to the Sponsor, whereby the Sponsor held 6,325,000 Class B ordinary shares. On May 28, 2025, the Company issued a share recapitalization for 1,581,250 ordinary shares to the Sponsor, whereby the Sponsor now holds 7,906,250 Class B ordinary shares. Up to 1,031,250 of the Founder Shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. On June 26, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,031,250 founder shares are no longer subject to forfeiture.

 

In May 2025, the Sponsor granted membership interests equivalent to an aggregate of 300,000 Founder Shares, discussed in Note 7, in exchange for their services as the officer and independent directors through the Company’s initial Business Combination. The Founder Shares, represented by such membership interests, will remain with the Sponsor if the holder of such membership interests are no longer serving the Company prior to the initial Business Combination. The membership interest assignment of the Founder Shares to the holders of such interests are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the 300,000 Founder Shares represented by such membership interests assigned to the holders of such interests on June 26, 2025 was $372,000 or $1.24 per share. The Company established the initial fair value of the Founder Shares on May 9, 2025, the date of the grant agreement, using a calculation prepared by a third party valuation team which takes into consideration the market adjustment of 12.5%, a risk free rate of 4.28% and a stock price of $9.86. The Founder Shares are classified as Level 3 in the fair value hierarchy at the measurement date due to the use of unobservable inputs, and other risk factors. As of June 30, 2025, the Company recorded the share compensation in the unaudited condensed statements of operations.

 

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

 

Promissory Note — Related Party

 

The Sponsor had agreed to loan the Company an aggregate of up to $25,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing, unsecured and due at the earlier of the closing date of the Initial Public Offering or the date on which the Company determines not to conduct an initial public offering. The loan will be repaid out of the $650,000 of offering proceeds that has been allocated to the payment of offering expenses. The Company had borrowed $25,000 under the promissory note, which was repaid as of June 26, 2025. Borrowings under the note are no longer available.

Due from Sponsor

 

On June 26, 2025, the Company repaid in excess of the promissory note – related party and advances from related party for a total $130,500. As of June 30, 2025, there was $130,500 outstanding under the due from Sponsor, which is currently due on demand.

 

Administrative Services Agreement

 

The Company entered into an agreement with the Sponsor or an affiliate to pay an aggregate of $10,000 per month for office space, utilities and secretarial and administrative support commencing on June 26, 2025. These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of the Company. For the three months ended June 30, 2025 and for the period from January 22, 2025 (inception) through June 30, 2025, the Company incurred $1,667 in fees for these services, of which such amount is included in accounts payable and accrued expenses in the accompanying unaudited condensed balance sheet.

 

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 (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units of the post Business Combination entity at a price of $10.00 per Unit at the option of the lender. As of June 30, 2025, no such Working Capital Loans were outstanding.