v3.25.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Note 6—Commitments and
Contingencies
Underwriting Agreement
The underwriter is entitled to a deferred fee of up to $3,000,000 in the aggregate, payable only upon the Company’s completion of its Initial Business Combination (the “Deferred Discount”). The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination. The amount payable to the underwriters for deferred underwriting discounts and commissions will be reduced from $3,000,000 to $1,500,000 in the event the amount held in the Trust Account following a successful consummation of the Initial Business Combination is less than $100,000,000, after taking into account redemptions in connection with the vote on the Initial Business Combination.
Additionally, the underwriter received 360,000 founder shares (“BTIG Founder Shares”) at the Initial Public Offering as upfront comp
ensati
on expense. As such in accordance with ASC
340-10-S99-1,
“Other Assets and Deferred Offering Costs”, the fair value less any amounts previously recorded related to the original purchase resembles an amount paid to the Underwriter and represents a reduction in the proceeds received as it is directly related to the Initial Public Offering.
The BTIG Founder Shares and the interests in the Sponsor corresponding to 50,000 private placement units and 200,000
founder shares is
sued
to Condor Investments V, an affiliate of the underwriter have been deemed compensation by Financial Industry Regulatory Authority (“FINRA”) and are subject to
lock-up
restrictions, as required by FINRA Rule 5110(e)(1) and may not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by any person for a period of 180 days immediately following the date of the Initial Public Offering, except as provided in FINRA Rule 5110(e)(2). As required by FINRA Rule 5110(g)(8), BTIG, LLC and Condor Investments V may not exercise their demand and piggyback registration rights after five and seven years, respectively, after the effective date of the Initial Public Offering and may not exercise their demand rights on more than one occasion. Further, for so long as they are held by BTIG, LLC or its affiliates or associated persons, the private placement warrants will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8).