v3.25.1
Subsequent Events
3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events
Note 9—Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
On May 15, 2025, the Company consummated the Initial Public Offering of 41.4 million Units, which includes the full exercise of the underwriters’ over-allotment option of 5.4 million Units, generating gross proceeds of $414,000,000 and simultaneously, consummated the sale of the private placement of 300,000 of Private Placement Units for an aggregate of $3,000,000. Separately, an affiliate of BTIG, LLC, the representative of the underwriters for the Initial Public Offering, invested $500,000 in, and was admitted as a member of, the Sponsor in connection with the closing of the Initial Public Offering in exchange for interests in the Sponsor corresponding to 50,000 Private Placement Units and 200,000
Founder Shares.
In connection with the Initial Public Offering, 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. In addition, the underwriter received 360,000 founder shares (“BTIG Founder Shares”) at the Initial Public Offering as upfront compensation expense.
At the closing of the Initial Public Offering, the Company repaid the $420,673 outstanding under the Promissory Note. Borrowings under the Note are no longer available.
Commencing on the date the securities of the Company are first listed, May 14, 2025, the Company agreed to reimburse the managing member of the Sponsor in an amount equal to $30,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.