v3.25.2
Commitments & Contingencies
6 Months Ended
Jun. 30, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments & Contingencies

Note 7 — Commitments & Contingencies

 

Registration Rights

 

The holders of the Founder Shares and Private Placement Units (and their underlying securities) were entitled to registration rights pursuant to the registration rights agreement signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

The Company granted the underwriters a 45-day option from the effective date of the IPO to purchase up to an additional 750,000 units to cover over-allotments at the IPO price. As of May 30, 2025, the over-allotment options were exercised in part, and 595,000 Units, at $10.00 per Unit were sold, generating gross proceeds of $5,595,000 and deposited into the Trust Account.

 

The underwriters were entitled to an underwriting discount of 4.0% of the gross proceeds of the IPO, of which (i) 1% of the gross proceeds of the IPO, or $559,500, were paid in cash at the closing of the IPO, (ii) 55,950 ordinary shares with fair value of $493,482 were paid at the closing of the IPO as Representative Shares (such representative shares shall be registered so as to circumvent reliance on the Rule 144 exemption and shall only therein be subject to FINRA’s 180-day lock-up period rule), (iii) 1.0% of the gross proceeds of the IPO, or 559,500, will be paid in cash, and 55,950 representative shares will be issued, both of which as the deferred underwriting commission at the consummation of a Business Combination.