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RELATED PARTY TRANSACTIONS
 9 Months Ended
Sep. 30, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 5 – RELATED PARTY TRANSACTIONS

 

Founder Shares

 

On December 18, 2023, the Company issued 10,000 founder shares with no par value in consideration of $1,000. On December 31, 2023, the Company authorized to issue an aggregate of 1,715,000 founder shares with no par value to the initial shareholder, including an aggregate of 225,000 ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholder will collectively own 20% of the issued and outstanding shares after the Initial Public Offering (excluding the sale of the Private Units and assuming the initial shareholders do not purchase any Units in the Initial Public Offering) (see Note 6) for an aggregate purchase price of $24,000. In November 2024, the underwriter did not exercise their 45-day option to purchase 900,000 Units, therefore 225,000 founder shares were forfeited.

 

Private Placement

 

The Company consummated the sale of 250,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $2,500,000 to the Company.

 

Administrative Services Agreement

 

An affiliate of the Sponsor agreed that, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, administrative and support services, as the Company may require from time to time. The Company has agreed to pay the affiliate of the Sponsor $10,000 per month for these services commencing on the closing date of this offering for 15 months. For the nine months ended September 30, 2025 and 2024, the Company incurred $94,000 and $0 in fees for these services included in formation and operations costs in the unaudited condensed consolidated statements of operations, respectively. For the three months ended September 30, 2025 and 2024, the Company incurred $34,000 and $0 in fees for these services included in formation and operations costs in the unaudited condensed consolidated statements of operations, respectively. As of September 30, 2025 and December 31, 2024, the unpaid balance was $60,000 and $30,000 included in amount due to sponsor in the unaudited condensed consolidated balance sheets, respectively.

 

Amount due to sponsor

 

As of September 30, 2025 and December 31, 2024, the Company had a temporary advance of $410,059 and $60,059 from the Sponsor, respectively. The balance is unsecured, interest-free and has no fixed terms of repayment.