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RELATED PARTIES
6 Months Ended
Jun. 30, 2025
Related Party Transactions [Abstract]  
RELATED PARTIES

NOTE 5 — RELATED PARTIES

 

Founder Shares

 

On February 15, 2024, the Sponsor received 2,875,000 of the Company’s ordinary shares in exchange for $25,000 paid for operating costs borne by the Company. Up to 375,000 of such founder shares are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full. On February 28, 2024, the Company issued to EBC 200,000 EBC founder shares for a purchase price of $0.0087 per share and an aggregate purchase price of $1,739.

 

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the initial Business Combination that results in all public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

 

On May 23, 2024, as a result of the underwriters’ election to fully exercise their over-allotment option, an aggregate of 375,000 Founder Shares were no longer subject to forfeiture.

 

Advance from Related Party

 

The Sponsor paid certain operating costs on behalf of the Company. These amounts are due on demand and non-interest bearing. As of June 30, 2025 and December 31, 2024, the amount advanced from the related party was $138,550.

 

Administration Fee

 

Commencing on May 16, 2024, the Sponsor charges the Company an allocable share of its overhead, up to $10,000 per month to the close of the Business Combination, to compensate it for the Company’s use of its office, utilities and administrative support. For the three and six months ended June 30, 2025, the Company recognized $30,000 and $60,000 administrative fee, respectively. For the three months ended June 30, 2024 and for the period from February 5, 2024 (inception) through June 30, 2024, the Company recognized $15,000 administrative fee. As of June 30, 2025 and December 31, 2024, $135,000 and $75,000, respectively, has been accrued and remained unpaid under this agreement.