Note 7 — Shareholders’ Deficit

Preference Shares

The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Ordinary Shares

The Company is authorized to issue 550,000,000 ordinary shares with a par value of $0.0001 per share.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in our articles, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are represented in person or by proxy and are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or represented by proxy and are voted at a general meeting of the company, and pursuant to our articles; such actions include amending our articles and approving a statutory merger or consolidation with another company. Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.

Founder Shares

As of March 31, 2025 and December 31, 2024, there was an aggregate of 7,503,750 Founder Shares issued and outstanding, which amounts have been retroactively restated to reflect the capitalization on April 19, 2025 as discussed in Note 5. Of these, up to an aggregate of 978,750 shares were subject to forfeiture depending on the extent to which the over-allotment option was not exercised by the underwriters. On May 1, 2025, the underwriters fully exercised their over-allotment option; thus, these 978,750 Founder Shares are no longer subject to forfeiture.

Warrants

As of March 31, 2025 and December 31, 2024, there were no Public Warrants, Private Placement Warrants or Underwriter Warrants (together, the “Warrants”) outstanding. Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade.

The Warrants have an Exercise Price of $10.50 per share within the first 12 months following the closing of an Initial Business Combination or $11.50 per share after the 12-month anniversary of the closing of the initial Business Combination, provided that no Warrant will be exercisable for cash and the Company will not be obligated to issue ordinary shares upon exercise of a Warrant unless the ordinary shares issuable upon such Warrant exercise have been registered on a registration statement on Form S-1, Form S-3, Form F-1, or Form F-3, as applicable, following the Initial Business Combination, qualified or deemed exempt from registration or qualification under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available. In the event that such condition is not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing Public Warrants will have paid the full purchase price for the Unit solely for the ordinary shares underlying the Unit. In no event will the Company be required to net cash settle any Warrant.

The Company registered the ordinary shares issuable upon exercise of the Public Warrants in its registration statement for the Initial Public Offering because the Public Warrants will become exercisable 30 days after the completion of the Initial Business Combination, which may be within one year of the Initial Public Offering. However, because the Public Warrants will be exercisable until their expiration date of up to five years after the completion of the Initial Business Combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of the Initial Business Combination, the Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement on Form S-1, S-3, F-1, or F-3, as applicable, for the registration under the Securities Act of the ordinary shares issuable upon exercise of the Public Warrants, to cause the same to become effective within 60 business days following the closing of the Initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the Public Warrants expire or are redeemed, as specified in the Warrant Agreement. If any such registration statement covering the ordinary shares issuable upon exercise of the Public Warrants is not effective by the 60^th business day after the closing of the Initial Business Combination, then beginning on the 61^st business day after the closing of the Initial Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company has failed to maintain an effective registration statement covering the ordinary shares issuable upon exercise of the Public Warrants, warrant holders will have the right to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s ordinary shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event that the Company so elects, the Company will not be required to file or maintain in effect such registration statement.

The Warrants will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation.

In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and the Initial Public Offering), and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of ordinary shares during the 20 trading-day period starting on the trading day prior to the day on which the Company consummates its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Sponsor Private Placement Warrants are identical to the Public Warrants, except that the Sponsor Private Placement Warrants and the ordinary shares issuable upon exercise of the Sponsor Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Sponsor Private Placement Warrants are non-redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Underwriter Private Placement Warrants had the same terms as the Sponsor Private Placement Warrants, subject to certain restrictions pursuant to FINRA Rule 5110(g)(8) and FINRA Rule 5110(e)(1) as described herein.

Redemption of Public Warrants for cash. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants (except as described herein with respect to the Private Placement Warrants):

The Company will not redeem the Public Warrants as described above for cash unless a registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period, except if the Company has elected to require the exercise of the Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an Initial Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Warrants. Accordingly, the Warrants may expire worthless.

If and when the Public Warrants become redeemable by the Company, it may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption for cash, as described above, the management will have the option to require all holders that wish to exercise Public Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their Public Warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of Public Warrants that are outstanding and the dilutive effect on the shareholders of issuing the maximum number of ordinary shares issuable upon the exercise of the Public Warrants.