XML 41 R9.htm IDEA: XBRL DOCUMENT
v3.25.2

S-K 1603(b) Conflicts of Interest | Aug. 11, 2025
--- | ---
SPAC Officers and Directors [Member] |
SPAC Sponsor, Conflict of Interest [Line Items] |
Conflict of Interest, Description [Text Block] | Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.
Sponsor Officers and Directors Letter Agreement [Member] |
SPAC Sponsor, Conflict of Interest [Line Items] |
Conflict of Interest, Description [Text Block] | Our initial shareholders purchased founder shares prior to the date of this prospectus and will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our 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 150 days after our initial business combination, the founder shares will be released from the lockup. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
Our sponsor and members [Member] |
SPAC Sponsor, Conflict of Interest [Line Items] |
Conflict of Interest, Description [Text Block] | our sponsor and members of our management team will, directly or indirectly, own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Upon the closing of this offering, our sponsor will have invested in us an aggregate of $4,225,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.004 per share) and the $4,000,000 purchase price for the private placement warrants (or $1.50 per warrant). Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares in this offering or if our sponsor were required to pay cash to exercise the private placement warrants.
Members of our management team [Member] |
SPAC Sponsor, Conflict of Interest [Line Items] |
Conflict of Interest, Description [Text Block] | certain members of our management team may receive compensation upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination.
Officers and Directors [Member] |
SPAC Sponsor, Conflict of Interest [Line Items] |
Conflict of Interest, Description [Text Block] | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
Our sponsor or members of our management team [Member] |
SPAC Sponsor, Conflict of Interest [Line Items] |
Conflict of Interest, Description [Text Block] | In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.
Our sponsor, officers, directors or advisors [Member] |
SPAC Sponsor, Conflict of Interest [Line Items] |
Conflict of Interest, Description [Text Block] | Similarly, if we agree to pay our sponsor, officers, directors or advisors a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination.
Initial business combination [Member] |
SPAC Sponsor, Conflict of Interest [Line Items] |
Conflict of Interest, Description [Text Block] | We are not prohibited from pursuing an initial business combination with a company that is affiliated our sponsor, officers or directors or their respective affiliates, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors or their respective affiliates; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination.

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 1603 -Subsection b + Details
Name: | spac_ConflictOfInterestDescriptionTextBlock
Namespace Prefix: | spac_
Data Type: | dtr:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 1603 -Subsection b + Details
Name: | spac_SpacSponsorConflictOfInterestLineItems
Namespace Prefix: | spac_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Details
Name: | spac_ConflictOfInterestPartyAxis=spac_SpacOfficersAndDirectorsMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | spac_ConflictOfInterestPartyAxis=ck0002075310_SponsorOfficersAndDirectorsLetterAgreementMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | spac_ConflictOfInterestPartyAxis=ck0002075310_OurSponsorAndMembersMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | spac_ConflictOfInterestPartyAxis=ck0002075310_MembersOfOurManagementTeamMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | spac_ConflictOfInterestPartyAxis=ck0002075310_OfficersAndDirectorsMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | spac_ConflictOfInterestPartyAxis=ck0002075310_OurSponsorOrMembersOfOurManagementTeamMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | spac_ConflictOfInterestPartyAxis=ck0002075310_OurSponsorOfficersDirectorsOrAdvisorsMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | spac_ConflictOfInterestPartyAxis=ck0002075310_InitialBusinessCombinationMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |