v3.25.2
S-K 1602, SPAC Registered Offerings
Jul. 08, 2025
SPAC Offering Prospectus Summary [Line Items]  
SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag] true
SPAC Offering Forepart, Security Holder Redemptions Subject to Limitations [Flag] true
SPAC Offering Forepart, De-SPAC Consummation Timeframe Description [Text Block] We have 18 months from the effective date of this registration statement, to consummate our initial business combination.
SPAC Offering Forepart, De-SPAC Consummation Timeframe 18 months
SPAC Offering Forepart, De-SPAC Consummation Timeframe May be Extended [Flag] true
De-SPAC Consummation Timeframe Extension, Security Holders Voting or Redemption Rights [Flag] true
SPAC, Securities Offered, Redemption Rights [Text Block] Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares upon the closing of this offering (without giving effect to the sale of the private units, and assuming the over-allotment option is not exercised and they do not purchase any units in this offering),  

will participate in any vote to amend our second amended and restated articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. Our insiders have agreed, pursuant to a letter agreement with us (filed as an exhibit to the registration statement of which this prospectus forms a part), that they will not propose any amendment to our second amended and restated articles of association (i) that would modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the prescribed timeline provided in our second amended and restated articles of association or (ii) with respect to any other material provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $50,000 of interest released to us to pay dissolution expenses) divided by the number of then issued and outstanding public shares. Our insiders will enter into a letter agreement with us pursuant to which they will agree to waive their redemption rights with respect to any insider shares, private shares, and any public shares held by them in connection with the completion of our initial business combination and to waive their redemption rights with respect to their insider shares, private shares and public shares in connection with a shareholder vote to approve an amendment to our second amended and restated articles of association (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the prescribed timeline provided in our second amended and restated articles of association or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity.
SPAC Registered Offering Prospectus Summary, Identify and Evaluate Potential Business Combination Candidates, Manner [Text Block]

Business Strategy and Acquisition Criteria

Our management team intends to create value for our shareholders through leveraging its experience in the management by improving the operating efficiency of a target business, while implementing revenue-driven and/or profit-engagement strategies and increase profit potential through additional acquisitions. Our efforts to identify a prospective target will not be limited to a particular industry or geographic region. Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are essential in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we consider it appropriate to do so.

•        Strong management team that can create significant value for target business.    We will seek to identify companies with strong and experienced management teams that will complement the operating and investment abilities of our management team. We believe we can provide a platform for the existing management team to leverage the experience of our management team. We also believe that the operating expertise of our management team is well suited to complement the target’s management team.

•        Revenue and Earnings Growth Potential.    We will seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage.

•        Potential for Strong Free Cash Flow Generation.    We will seek to acquire one or more businesses that have the potential to generate strong, stable and increasing free cash flow, particularly businesses with predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value.

•        Core competencies.    We believe that only companies with core and competitive capabilities can succeed. Core competitiveness includes shareholder structure, founders, core teams, research and development capabilities, professionalism, and business management models. For example, the founder and core team, the personnel matching team has more advantages, in addition, the quality, character, and business capabilities of enterprise leaders are the core influencing factors in the development of the enterprise.

•        Long-term Revenue Visibility with Defensible Market Position

In management’s view, the target companies should be close to an anticipated inflection point, such as those companies requiring additional management expertise, those companies able to innovate by developing new products or services, or companies where we believe we have ability to achieve improved profitability performance through an acquisition designed to help facilitate growth.

•        Benefits from Being a U.S. Public Company (Value Creation and Marketing Opportunities)

We intend to search for target companies that we believe will help offer attractive risk-adjusted equity returns for our shareholders. We intend to seek to acquire a target on terms and in a manner that leverages our experience. Amount other criteria, we expect to evaluate financial returns based on (i) the potential for organic growth in cash flows, (ii) the ability to achieve cost savings, (iii) the ability to accelerate growth, including through the opportunity for follow-on acquisitions, and (iv) the prospects for creating value through other value creation initiatives. We also plan to evaluate potential upside from future growth in the target business’ earnings and an improved capital structure.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials that we would file with the U.S. Securities and Exchange Commission (the “SEC”).

Although there is no restriction or limitation on what industry our target operates in, our acquisition strategy is to pursue prospective targets that are focusing on healthcare innovations and developing assets in the medical device, medical services, and medical technology. We hope to serve as an attractive partner for those companies, enabling them to go public in an alternate, more easily accessible manner — a business combination transaction — and to thereby benefit from the capital-raising options available for a publicly traded company in the U.S.
SPAC Offering Forepart, Adjusted Net Tangible Book Value Per Share [Table Text Block]

As of June 14, 2025

Without Over-Allotment Option Exercised
   

Scenario A
25% of
Maximum
Redemptions(1)

  

Scenario B
50% of
Maximum
Redemptions(2)

  

Scenario C
75% of
Maximum
Redemptions(3)

  

Scenario D
Maximum
Redemptions(4)

Offering price of $8.89 included in the units (adjusted to include the value of the rights)

  

$

8.89

  

$

8.89

  

$

8.89

  

$

8.89

Pro forma net tangible book value per share, as adjusted

  

 

6.50

  

 

5.68

  

 

4.37

  

 

1.92

Dilution to public shareholders

  

$

2.39

  

$

3.21

  

$

4.52

  

$

6.97

____________

(1)      The numbers set forth in this column assume that 1,134,416 public shares, or 25%, of 4,537,665 public shares are redeemed.

(2)      The numbers set forth in this column assume that 2,268,832 public shares, or 50%, of 4,537,665 public shares are redeemed.

(3)      The numbers set forth in this column assume that 3,403,249 public shares, or 75%, of 4,537,665 public shares are redeemed.

(4)      The numbers set forth in this column assume that 4,537,665 public shares are redeemed, which is the maximum redemptions that would permit us to maintain net tangible assets of $5,000,001.

As of June 14, 2025

With Over-Allotment Option Exercised
   

Scenario A
25% of
Maximum
Redemptions(1)

  

Scenario B
50% of
Maximum
Redemptions(2)

  

Scenario C
75% of
Maximum
Redemptions(3)

  

Scenario D
Maximum
Redemptions(4)

Offering price of $8.89 included in the units (adjusted to include the value of the rights)

  

$

8.89

  

$

8.89

  

$

8.89

  

$

8.89

Pro forma net tangible book value per share, as adjusted

  

 

6.51

  

 

5.68

  

 

4.32

  

 

1.73

Dilution to public shareholders

  

$

2.38

  

$

3.21

  

$

4.57

  

$

7.16

____________

(1)      The numbers set forth in this column assume that 1,321,772 public shares, or 25%, of 5,287,088 public shares are redeemed.

(2)      The numbers set forth in this column assume that 2,643,544 public shares, or 50%, of 5,287,088 public shares are redeemed.

(3)      The numbers set forth in this column assume that 3,965,316 public shares, or 75%, of 5,287,088 public shares are redeemed.

(4)      The numbers set forth in this column assume that 5,287,088 public shares are redeemed, which is the maximum redemptions that would permit us to maintain net tangible assets of $5,000,001.
SPAC Offering Forepart, Actual or Material Conflict of Interest [Flag] true
SPAC Prospectus Summary, Sponsor Compensation [Table Text Block]

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Entity/Individual

  

Amount of Compensation
to be Received or Securities
Issued or to be Issued

  

Consideration Paid or to be Paid

Thunderstone LTD.

  

Approximately $10,000 per month, up to $180,000 in accordance with the Company’s second amended and restated memorandum and articles of association

  

Office space, administrative and support services, for up to 18 months
   

1,437,500 insider shares (up to 187,500 ordinary shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised)

  

$25,000 (or approximately $0.017 per share)
   

238,168 private units (or up to 245,668 private units if the underwriter’s allotment option is exercised in full) to be purchased simultaneously with the closing of this offering

  

$2,381,680 (or $2,456,680 if the underwriters’ over-allotment option is exercised in full)
   

Up to $350,000

  

Repayment of loans made to us by our sponsor to cover offering-related and organizational expenses.
   

Up to $1,500,000 in working capital loans may be convertible into private units at a price of $10.00 per unit

  

Working capital loans to finance transaction costs in connection with an intended initial business combination.
   

Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination

  

Services in connection with identifying, investigating and completing an initial business combination.
SPAC, Adjusted Net Tangible Book Value Per Share with Sources of Dilution [Table Text Block]

As of June 14, 2025, our net tangible book deficit, excluding deferred offering cost, was $312,228, or approximately $0.25 per ordinary share (excludes an aggregate of up to 187,500 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters). After giving effect to the sale of 5,000,000 ordinary shares included in the units we are offering by this prospectus (or 5,750,000 ordinary shares if the underwriters’ over-allotment option is exercised in full), the sale of the private units and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at June 14, 2025, would have been $376,655 (or $370,882 if the underwriters’ over-allotment option is exercised in full), or approximately $0.18 per share (or $0.15 per share if the underwriters’ over-allotment option is exercised in full), representing an immediate increase in net tangible book value (as decreased by the value of the approximately 5,000,000 ordinary shares that may be redeemed for cash, or 5,750,000 ordinary shares if the underwriters’ over-allotment option is exercised in full) of $0.43 per share (or $0.37 per share if the underwriters’ over-allotment option is exercised in full) to our initial shareholders as of the date of this prospectus and dilution to public shareholders from this offering will be $8.71 per share(or $8.74 if the underwriters’ over-allotment option is exercised in full).

 

Without
Over-allotment

  

With
Over-allotment

Public offering price(1)

  

$

8.89

 

  

$

8.89

 

Net tangible book deficit before this offering

  

 

(0.25

)

  

 

(0.22

)

Increase attributable to public shareholders

  

 

0.43

 

  

 

0.37

 

Pro forma net tangible book value after this offering and the sale of the private placement units*

  

 

0.18

 

  

 

0.15

 

Dilution to public shareholders

  

$

8.71

 

  

$

8.74

 

Percentage of dilution to public shareholders

  

 

98.0

%

  

 

98.3

%

____________

(1)      Each unit has an offering price of $10.00 and consists of one ordinary share and one right to receive one-eighth (1/8) of an ordinary share upon the consummation of an initial business combination. The offering price is determined as gross proceeds divided by 5,000,000 ordinary shares included in the units (and the issuance of up to an additional 1,000,000 shares underlying the public rights).

*        The pro forma net tangible book value per share after the offering is calculated as follows:

 

Without
Over-allotment

  

With
Over-allotment

Numerator:

  

 

  

 

  

 

  

 

Net tangible book deficit before this offering

  

$

(312,228

)

  

$

(312,228

)

Net proceeds from this offering and sale of the private placement units, net of expenses(1)

  

 

50,975,000

 

  

 

58,475,000

 

Plus: Offering costs paid in advance, excluded from tangible book value

  

 

283,110

 

  

 

283,110

 

Less: Deferred underwriting commissions

  

 

(500,000

)

  

 

(575,000

)

Less: Over-allotment liability

  

 

(69,227

)

  

 

—

 

Less: Proceeds held in trust subject to redemption(2)(3)

  

 

(50,000,000

)

  

 

(57,500,000

)
   

$

376,655

 

  

$

370,882

 
 

Without
Over-allotment

  

With
Over-allotment

Denominator:

    

 

    

 

Ordinary shares issued and outstanding prior to this offering

  

1,437,500

 

  

1,437,500

 

Ordinary shares forfeited if over-allotment is not exercised

  

(187,500

)

  

—

 

Ordinary shares included in the units offered

  

5,000,000

 

  

5,750,000

 

Ordinary shares included in the private placement units

  

238,168

 

  

245,668

 

Ordinary shares underlying the rights to be included in the public units

  

625,000

 

  

718,750

 

Ordinary shares underlying the rights to be included in the private placement units

  

29,771

 

  

30,708

 

Less: Shares subject to redemption

  

(5,000,000

)

  

(5,750,000

)
   

2,142,939

 

  

2,432,626

 

____________

(1)      Expenses applied against gross proceeds include offering expenses of approximately $906,680 and underwriting commissions of $500,000, or $575,000 if the underwriters exercise their over-allotment option. See “Use of Proceeds.”

(2)      If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers or their affiliates may purchase shares or public units in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business — Permitted Purchases of Our Securities.”

(3)      The amount represents all ordinary shares included in the units sold in this offering, net of the fair value of the rights included in the units sold in this offering and the estimated offering costs.