v3.25.2
S-K 1602, SPAC Registered Offerings
Jul. 31, 2025
USD ($)
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, Trust or Escrow Account, Material Terms [Text Block]

Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $155,000,000 in gross proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, or $177,950,000 if the underwriters’ over-allotment option is exercised in full, $150,000,000, or $172,500,000 if the underwriters’ over-allotment option is exercised in full, will be deposited into a trust account in the United States with Continental acting as trustee, after deducting $3,000,000 in the aggregate (or $3,450,000 if the underwriters’ over-allotment option is exercised in full) in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. We expect that the interest earned on the trust account will be sufficient to pay our taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for permitted withdrawals and up to $100,000 to pay liquidation expenses, as applicable, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

The net proceeds released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may use the balance of the cash released from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. There is no limitation on our ability to raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering. However, our amended and restated memorandum and articles of association provides that, following this offering and prior to the consummation of our initial business combination, except in connection with the conversion of Class B ordinary shares into Class A ordinary shares where the holders of such shares have waived any rights to receive funds from the trust account, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with public shares on any initial business combination.
SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Percent 90.00%
SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Amount $ 155,000,000
SPAC, Actual or Potential Material Conflict of Interest, Prospectus Summary [Text Block]

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

•        duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

•        duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

•        duty to not improperly fetter the exercise of future discretion;

•        duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;

•        duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

•        duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or

will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity.

Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:

Individual(1)

  

Entity

  

Entity’s Business

  

Affiliation

Stephen Silver

  

Evolution Capital Pty Ltd

  

Australian Corporate Advisory Firm

  

Managing Director
   

LTO Capital Pty Ltd

      

Director

Arthur Chen

  

Financial Consultant

  

Financial Consulting

  

Financial Consultant

Ashley Zumwalt-Forbes

  

Smoketree Resources LLC

  

Investment — Family Office

  

Principal and Director
   

Rice University Baker Institute Center for Energy Studies

  

University

  

Non-Resident Fellow

Matthew Langford

  

Terra Capital Holdings Pty Ltd

  

Investment Management Firm

  

Portfolio Manager and Director

Erez Ichilov

  

Cedrus Arbor LLC

  

Business Development Consulting

  

Principal and Managing Member
   

Cotec Holdings Limited

  

Public Canadian Company

  

Compensation Committee Member
   

Clean Metals Recycling N.A Inc.

  

Metals Recycling Company

  

Director
   

Luna Energy Limited

  

Private Energy Company

  

Director
   

Mn 48 (Pty) Limited

  

Private Mining Company

  

Director

Jerome Shapiro

  

PrimePay Solutions LLC

  

Solutions Management

  

Managing Partner

____________

(1)      Each individual listed has a fiduciary duty with respect to each of the listed entities opposite from his/her name.

In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target.

Potential investors should also be aware of the following other potential conflicts of interest:

•        Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.

•        Our initial shareholders purchased founder shares prior to the date of this prospectus and will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

•        Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

•        Our sponsor paid only a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.004 per share. Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares.

•        Our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. In connection with the offering or in the event our sponsor or members of our management team provide additional loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

•        Our officers, independent directors, advisors or their affiliates may be paid consulting, success, or finder fees upon the successful completion of our initial business combination as described under “— Limited payments to insiders”.

•        In the event that we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Members of our management team may directly or indirectly own our founders shares, Class A ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. In particular, because the founder shares were purchased at approximately $0.004 per share, the holders of our founder shares (including members of our management team that directly or indirectly own founder shares) could make a substantial profit after our initial business combination even if our public shareholders lose money on their investment as a result of a decrease in the post-combination value of their ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination).

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors or advisors (or their respective affiliates or related entities). In the event that we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers, directors or advisors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our officers, independent directors, advisors, or their respective affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account, including permitted withdrawals from the trust account.

We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor.

In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering in favor of our initial business combination (including any proposals recommended by the Company’s board of directors in connection with such business combination) (except with respect to any public shares which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto).
SPAC Offering Forepart, De-SPAC Consummation Timeframe Description [Text Block] We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination.
SPAC Offering Forepart, De-SPAC Consummation Timeframe 24 months
SPAC Offering Forepart, De-SPAC Consummation Timeframe May be Extended [Flag] true
SPAC Offering Forepart, Sponsor Compensation Material Dilution [Flag] true
SPAC Offering Forepart, Adjusted Net Tangible Book Value Per Share [Table Text Block]

As of June 30, 2025

Offering
Price of
$10.00

  

25% of Maximum
Redemption (assumes
3,750,000 or 4,312,500
public shares redeemed)

  

50% of Maximum
Redemption (assumes
7,500,000 or 8,625,000
public shares redeemed)

  

75% of Maximum
Redemption (assumes
11,250,000 or 12,937,500
public shares redeemed)

  

Maximum
Redemption (assumes
15,000,000 or 17,250,000
public shares redeemed)

Adjusted
NTBVS

  

Adjusted
NTBVPS

  

Difference
between
Adjusted
NTBVPS
and
Offering
Price

  

Adjusted
NTBVPS

  

Difference
between
Adjusted
NTBVPS
and
Offering
Price

  

Adjusted
NTBVPS

  

Difference
between
Adjusted
NTBVPS
and
Offering
Price

  

Adjusted
NTBVPS

  

Difference
between
Adjusted
NTBVPS
and
Offering
Price

 

Assuming Full Exercise of Over-Allotment Option

$

7.26

  

$

6.72

  

$

3.28

  

$

5.86

  

$

4.14

  

$

4.26

  

$

5.74

  

$

0.25

  

$

9.75

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

  

 

Assuming No Exercise of Over-Allotment Option

$

7.26

  

$

6.72

  

$

3.28

  

$

5.86

  

$

4.14

  

$

4.26

  

$

5.74

  

$

0.25

  

$

9.75
SPAC Offering Forepart, Actual or Material Conflict of Interest [Flag] true
SPAC Offering Forepart, 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, assuming the underwriters’ over-allotment option is not exercised:

Entity/Individual

  

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

  

Consideration Paid or to be Paid

Evolution Sponsor Holdings LLC

  

5,000,000 Class B ordinary shares(1) (which include anti-dilution adjustments as described in “— Founder shares conversion and anti-dilution rights”)(2)

  

$25,000 (approximately $0.004 per share)

Evolution Sponsor Holdings LLC

  

3,500,000 private placement warrants to be purchased simultaneously with the closing of this offering

  

$3,500,000 ($1.00 per private placement warrant)

Entity/Individual

  

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

  

Consideration Paid or to be Paid

Evolution Sponsor Holdings LLC

  

Repayment in cash

  

Up to $300,000 of loans made to us to cover offering related and organizational expenses

Independent director nominees and management

  

Through their interest in the sponsor, the management team will have indirect economic interests in founder shares as follows: 300,000 Class B ordinary shares to Matthew Langsford, and 110,000 Class B ordinary shares to each of Erez Ichilov and Jerome Shapiro, our independent director nominees; 300,000 Class B ordinary shares to Stephen Silver, our Chief Executive Officer and Chairman of the Board; 185,000 Class B ordinary shares to Ashley Zumwalt-Forbes, our Chief Operating Officer and Director; and 100,000 Class B ordinary shares to Arthur Chen, our Chief Financial Officer.

  

(approximately $0.004 per share)

Evolution Sponsor Holdings LLC, officers, directors, or their respective affiliates

  

Repayment in cash or in private placement warrants at a conversion price of $1.00 per warrant

  

Working capital loans to finance transaction costs in connection with an initial business combination. Up to $1,500,000 of such loans may be converted at the option of the lender into private placement warrants at a conversion price of $1.00 per warrant

Evolution Sponsor Holdings LLC, officers, directors, or their respective affiliates

  

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

  

Expenses incurred in connection with identifying, investigating, negotiating and completing an initial business combination

(1)      Assumes surrender of 750,000 founder shares. Up to 750,000 founder shares will be surrendered to us for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised.

(2)      As described under “The Offering — Founder shares conversion and anti-dilution rights,” the Class B ordinary shares and Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the nominal price of $25,000, or $0.004 per founder share, at which our sponsor purchased the founder shares and/or the anti-dilution rights of our Class B ordinary shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Further, if we increase or decrease the size of the offering, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 25% of our issued and outstanding ordinary shares upon the consummation of this offering (excluding the private placement shares included in the private placement units and Class A ordinary shares underlying the rights). Such adjustment may result in material dilution to our public shareholders. Our sponsor, directors and officers and their affiliates may receive additional compensation and/or may be issued additional securities in connection with an initial business combination, including securities that may result in material dilution to public shareholders. For more information also see the section titled under “The Offering — Payments to insiders” and “The Offering — Additional financing.” For more information on the dilutive effect of the founder shares and the Class A ordinary shares issuable in connection with the conversion of the Class B ordinary shares, see the section titled “Risk Factors — Risks Relating to our Search for, and Consummation of, or Inability to Consummate, a Business Combination — We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks”, “Risk Factors — Risks Relating to our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline”, and “— Risks Relating to our Securities — Our initial shareholders paid an aggregate of $25,000, or approximately $0.004 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares”.
SPAC, Compensation and Securities Issuance, Material Dilution, Likelihood [Text Block]

The difference between the public offering price per Class A ordinary share and Adjusted NTBVPS, on a pro forma basis to give effect to this offering and the issuance of the private placement warrants, assuming no exercise of the over-allotment option and exercise of the over-allotment option in full, constitutes the dilution to investors in this offering. Adjusted NTBVPS is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of Class A ordinary shares which may be redeemed for cash), as adjusted to reflect various potential redemption levels that may occur in connection with the closing of our initial business combination, by the number of Class A ordinary shares issued and outstanding.
De-SPAC, Material Potential Source of Future Dilution, Description [Text Block]

Adjusted NTBVPS excludes the effect of the consummation of our initial business combination or any related transactions or expenses. The calculation of Adjusted NTBVPS (A) assumes that (i) no ordinary shares are issued to shareholders of a potential business combination target as consideration or issuable by a post-business combination company, for instance under an equity or employee share purchase plan, (ii) no ordinary shares and convertible equity or debt securities are issued in connection with additional financing that we may seek in connection with an initial business combination, and (iii) no working capital loans are converted into private placement warrants, as further described in this prospectus, and (B) assumes the issuance of 15,000,000 Class A ordinary shares included in the units sold in this offering (or 17,250,000 Class A ordinary shares included in the units sold in this offering if the underwriters’ over-allotment option is exercised in full) and 5,750,000 founder shares (up to 750,000 of which are assumed to be forfeited in the scenario in which the underwriters’ over-allotment option is not exercised in full).

Generally, the dilution that our public shareholders will experience increases the more public shares are redeemed. The issuance of additional ordinary or preference shares may also significantly dilute the equity interest of investors in this offering, which dilution would even further increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares.
SPAC, Adjusted Net Tangible Book Value Per Share with Sources of Dilution [Table Text Block]

The following table illustrates the difference between the public offering price per unit and our Adjusted NTBVPS, as adjusted to give effect to this offering and assuming the redemption of our public shares included in the units offered hereby at varying levels in the scenarios in which the over-allotment option is not exercised and exercised in full:

As of June 30, 2025

Offering
Price of
$10.00

  

25% of Maximum
Redemption (assumes
3,750,000 or 4,312,500
public shares redeemed)

  

50% of Maximum
Redemption (assumes
7,500,000 or 8,625,000
public shares redeemed)

  

75% of Maximum
Redemption (assumes
11,250,000 or 12,937,500
public shares redeemed)

  

Maximum
Redemption (assumes
15,000,000 or 17,250,000
public shares redeemed)

Adjusted
NTBVS

  

Adjusted
NTBVPS

  

Difference
between
Adjusted
NTBVPS
and
Offering
Price

  

Adjusted
NTBVPS

  

Difference
between
Adjusted
NTBVPS
and
Offering
Price

  

Adjusted
NTBVPS

  

Difference
between
Adjusted
NTBVPS
and
Offering
Price

  

Adjusted
NTBVPS

  

Difference
between
Adjusted
NTBVPS
and
Offering
Price

 

Assuming Full Exercise of Over-Allotment Option

$

7.26

  

$

6.72

  

$

3.28

  

$

5.86

  

$

4.14

  

$

4.26

  

$

5.74

  

$

0.25

  

$

9.75

 

  

 

Assuming No Exercise of Over-Allotment Option

$

7.26

  

$

6.72

  

$

3.28

  

$

5.86

  

$

4.14

  

$

4.26

  

$

5.74

  

$

0.25

  

$

9.75

The following tables illustrate the dilution to the public shareholders on a per-share basis:

No exercise of over-allotment option

  

No
Redemption

  

25% of
Maximum
Redemptions

  

50% of
Maximum
Redemptions

  

75% of
Maximum
Redemptions

  

Maximum
Redemptions

Public offering price

  

$

10.00

 

  

$

10.00

 

  

$

10.00

 

  

$

10.00

 

  

$

10.00

 

Net tangible book value before this offering

  

 

(0.01

)

  

 

(0.01

)

  

 

(0.01

)

  

 

(0.01

)

  

 

(0.01

)

Decrease attributable to public shareholders and sale of the private placement

  

 

7.27

 

  

 

6.73

 

  

 

5.87

 

  

 

4.27

 

  

 

0.26

 

Pro forma net tangible book value after this offering

  

 

7.26

 

  

 

6.72

 

  

 

5.86

 

  

 

4.26

 

  

 

0.25

 

Dilution to public shareholders

  

$

2.74

 

  

$

3.28

 

  

$

4.14

 

  

$

5.74

 

  

$

9.75

 

Percentage of dilution to public shareholders

  

 

27.40

%

  

 

32.80

%

  

 

41.40

%

  

 

57.40

%

  

 

97.50

%

Full exercise of over-allotment option

  

No
Redemption

  

25% of
Maximum
Redemptions

  

50% of
Maximum
Redemptions

  

75% of
Maximum
Redemptions

  

Maximum
Redemptions

Public offering price

  

$

10.00

 

  

$

10.00

 

  

$

10.00

 

  

$

10.00

 

  

$

10.00

 

Net tangible book value before this offering

  

 

(0.01

)

  

 

(0.01

)

  

 

(0.01

)

  

 

(0.01

)

  

 

(0.01

)

Decrease attributable to public shareholders and sale of the private rights

  

 

7.27

 

  

 

6.73

 

  

 

5.87

 

  

 

4.27

 

  

 

0.26

 

Pro forma net tangible book value after this offering

  

 

7.26

 

  

 

6.72

 

  

 

5.86

 

  

 

4.26

 

  

 

0.25

 

Dilution to public shareholders

  

$

2.74

 

  

$

3.28

 

  

$

4.14

 

  

$

5.74

 

  

$

9.75

 

Percentage of dilution to public shareholders

  

 

27.40

%

  

 

32.80

%

  

 

41.40

%

  

 

57.40

%

  

 

97.50

%

For each of the redemption scenarios above, the NTBVPS was calculated as follows:

 

No Redemptions

  

25% of
Maximum
Redemptions

  

50% of
Maximum
Redemptions

  

75% of
Maximum
Redemptions

  

Maximum
Redemptions(3)
   

Without
Over-
Allotment

  

With
Over-
Allotment

  

Without
Over-
Allotment

  

With
Over-
Allotment

  

Without
Over-
Allotment

  

With
Over-
Allotment

  

Without
Over-
Allotment

  

With
Over-
Allotment

  

Without
Over-
Allotment

  

With
Over-
Allotment

Numerator:

  

 

  

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

Net tangible book deficit before this offering

  

$

(30,632

)

  

(30,632

)

  

(30,632

)

  

(30,632

)

  

(30,632

)

  

(30,632

)

  

(30,632

)

  

(30,632

)

  

(30,632

)

  

(30,632

)

Net proceeds from this offering and the sale of the private placement warrants(1)

  

$

151,450,000

 

  

173,950,000

 

  

151,450,000

 

  

173,950,000

 

  

151,450,000

 

  

173,950,000

 

  

151,450,000

 

  

173,950,000

 

  

151,450,000

 

  

173,950,000

 

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

  

 

34,814

 

  

34,814

 

  

34,814

 

  

34,814

 

  

34,814

 

  

34,814

 

  

34,814

 

  

34,814

 

  

34,814

 

  

34,814

 

Less: Deferred underwriting commissions(2)

  

 

(6,000,000

)

  

(6,900,000

)

  

(4,500,000

)

  

(5,175,000

)

  

(3,000,000

)

  

(3,450,000

)

  

(1,500,000

)

  

(1,725,000

)

  

—

 

  

—

 

Less: overallotment liability

  

$

(191,100

)

  

—

 

  

(191,100

)

  

—

 

  

(191,100

)

  

—

 

  

(191,100

)

  

—

 

  

(191,100

)

  

—

 

Less: Amounts paid for redemptions(3)

  

$

—

 

  

—

 

  

(37,500,000

)

  

(43,125,000

)

  

(75,000,000

)

  

(86,250,000

)

  

(112,500,000

)

  

(129,375,000

)

  

(150,000,000

)

  

(172,500,000

)
   

$

145,263,082

 

  

167,054,182

 

  

109,263,082

 

  

125,654,182

 

  

73,263,082

 

  

84,254,182

 

  

37,263,082

 

  

42,854,182

 

  

1,263,082

 

  

1,454,182

 

Denominator:

  

 

  

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

Ordinary shares outstanding prior to this offering

  

 

5,750,000

 

  

5,750,000

 

  

5,750,000

 

  

5,750,000

 

  

5,750,000

 

  

5,750,000

 

  

5,750,000

 

  

5,750,000

 

  

5,750,000

 

  

5,750,000

 

Ordinary shares forfeited if over-allotment is not exercised

  

 

(750,000

)

  

—

 

  

(750,000

)

  

—

 

  

(750,000

)

  

—

 

  

(750,000

)

  

—

 

  

(750,000

)

  

—

 

Class A ordinary shares included in units offered

  

 

15,000,000

 

  

17,250,000

 

  

15,000,000

 

  

17,250,000

 

  

15,000,000

 

  

17,250,000

 

  

15,000,000

 

  

17,250,000

 

  

15,000,000

 

  

17,250,000

 

Less: Shares subject to redemption

  

 

—

 

  

—

 

  

(3,750,000

)

  

(4,312,500

)

  

(7,500,000

)

  

(8,625,000

)

  

(11,250,000

)

  

(12,937,500

)

  

(15,000,000

)

  

(17,250,000

)
   

 

20,000,000

 

  

23,000,000

 

  

16,250,000

 

  

18,687,500

 

  

12,500,000

 

  

14,375,000

 

  

8,750,000

 

  

10,062,500

 

  

5,000,000

 

  

5,750,000

 

____________

(1)      Expenses applied against gross proceeds include offering expenses of approximately $550,000 (excluding deferred underwriting commissions). See “Use of Proceeds.”

(2)      Upon the consummation of our initial business combination, the deferred underwriting commissions would be paid as follows: 0.40 per unit sold in the offering, or $6,000,000 in the aggregate (or $6,900,000 in the aggregate if the over-allotment option is exercised in full) payable to the underwriters in this offering, for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination, but such $0.40 per unit shall be due to the underwriters solely on amounts remaining in the trust account following all properly submitted shareholder redemptions, including in connection with the consummation of our initial business combination. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters.

(3)     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 initial shareholders, directors, executive officers, advisors or their affiliates may purchase shares or public rights 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