S-K 1602, SPAC Registered Offerings
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Aug. 04, 2025
USD ($)
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SPAC Offering Prospectus Summary [Line Items] |
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SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag] |
true
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SPAC Offering Forepart, Security Holder Redemptions Subject to Limitations [Flag] |
true
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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. If we anticipate that we may be unable to consummate our initial business
combination within such 24 month period we may seek shareholder approval to amend our amended and restated memorandum and articles of
association to extend the date by which we must consummate our initial business combination.
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SPAC Offering Forepart, De-SPAC Consummation Timeframe |
24 months
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De-SPAC Consummation Timeframe Extension, Security Holders Voting or Redemption Rights [Flag] |
true
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SPAC Offering Forepart, Adjusted Net Tangible Book Value Per Share [Table Text Block] |
As of July 16, 2025 | | Offering Price of | | | | | | | | | | | | | | | | | | | | | | | | | | $10.00 per Unit | | | 25% of Maximum
Redemption | | | 50% of Maximum
Redemption | | | 75% of Maximum
Redemption | | | Maximum
Redemption | | | | | | | | Difference between NTBV and Offering | | | | | | Difference between NTBV and Offering | | | | | | Difference between NTBV and Offering | | | | | | Difference between NTBV and Offering | | NTBV | | | NTBV | | | Price | | | NTBV | | | Price | | | NTBV | | | Price | | | NTBV | | | Price | | | Assuming Full Exercise of Over-Allotment Option | | $ | 7.10 | | | $ | 6.54 | | | $ | 3.46 | | | $ | 5.65 | | | $ | 4.35 | | | $ | 4.05 | | | $ | 5.95 | | | $ | 0.27 | | | $ | 9.73 | | | Assuming No Exercise of Over-Allotment Option | | $ | 7.09 | | | $ | 6.53 | | | $ | 3.47 | | | $ | 5.64 | | | $ | 4.36 | | | $ | 4.04 | | | $ | 5.96 | | | $ | 0.27 | | | $ | 9.73 | |
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SPAC Offering Forepart, Actual or Material Conflict of Interest [Flag] |
true
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SPAC Registered Offering Prospectus Summary, Identify and Evaluate Potential Business Combination Candidates, Manner [Text Block] |
Business
Combination Criteria Consistent
with our business strategy, we have identified the following general criteria that we believe are important in evaluating prospective
target businesses. We will use these criteria in evaluating initial business combination opportunities, but we may decide to enter into
our initial business combination with a target business that does not meet these criteria. We expect that no individual criterion will
entirely determine a decision to pursue a particular opportunity. We intend to seek a business combination with a business that we believe:
| ● | Is
fundamentally sound and can unlock and enhance shareholder value through a combination with
us, thereby offering attractive risk- adjusted returns for our shareholders; |
| ● | Is
at an inflection point, such as requiring additional management expertise, and able to accelerate
growth and financial performance through differentiated business models and the addition
of our operational, financial, transactional and legal expertise and networks; |
| ● | Is
in need of a flexible, creative or opportunistic structure where we can deliver additional
value; |
| ● | Has
a strong, experienced management team, or provides a platform to assemble an effective management
team with a track record of driving growth and profitability; |
| ● | Can
benefit from being a publicly traded company, with access to broader capital markets, to
achieve the business’ growth strategy; |
| ● | Is
poised to grow both organically through the application of technology, as well as inorganically,
through bolt-on or transformational acquisitions; |
| ● | Has
a leading or niche market position and demonstrates advantages when compared to competitors,
which may help to create barriers to entry against new competitors; |
| ● | Exhibits
unrecognized value or other characteristics that we believe can be enhanced based on our
analysis and due diligence review; and |
| ● | Has
a strong, experienced management team with a proven track record of driving revenue growth,
enhancing profitability and creating value for their shareholders. |
We
anticipate offering the following benefits to our business combination partner:
| ● | Partnership
with our management team members who have extensive and proven experience in operating, leading,
advising and investing in market leading companies; |
| ● | Access
to our deep and broad networks, insights and operational, financial, transactional, and legal
and regulatory expertise; |
| ● | Increased
company profile and improved credibility with investors, customers, suppliers and other key
stakeholders; |
| ● | Higher
level of engagement with core, relevant, fundamental investors as anchor shareholders than
what a traditional IPO bookbuilding process offers; |
| ● | Expedited path to a public listing with flexible structuring; |
| ● | Ongoing access to public capital markets; |
| ● | Listed
public currency for future acquisitions and growth; |
| ● | Ability
for management team to retain control and focus on growing the business; and |
| ● | Opportunity
to motivate and retain employees using stock-based compensation. |
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 criteria as well as other considerations and factors that our management team and advisors
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 in our shareholder communications
related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials
or tender offer documents that we would file with the SEC.
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De-SPAC Consummation Timeframe, How Extended [Text Block] |
We will have until 24 months from the closing of this offering to consummate
an initial business combination, or such earlier liquidation date as our board of directors may approve. If we are unable to consummate
an initial business combination within such time period, we will, as promptly as reasonably possible but not more than 10 business days
thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including any interest earned on the funds held in the trust account, net of interest that may be used by
us to pay our taxes payable, if any, and up to $100,000 of interest to pay dissolution expenses, divided by the number of then issued
and outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any), subject to applicable law and as further described herein, and then seek
to liquidate and dissolve. We expect the pro rata redemption price to be approximately $10.00 per Class A ordinary share (regardless of
whether or not the underwriters exercise their overallotment option), without taking into account any interest earned on such funds. However,
we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority
over the claims of our public shareholders. While we do not currently intend to seek shareholder approval to amend
our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business
combination,
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SPAC Will Solicit Shareholder Approval for De-SPAC Transaction [Flag] |
true
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De-SPAC Consummation Timeframe, Extension Failure, Consequences to Sponsor [Text Block] |
While we do not currently intend to seek shareholder approval to amend
our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business
combination, we may elect to do so in the future. There is no limit on the number of extensions that we may seek; however, we do not expect
that it will be necessary to extend the time period to consummate our initial business combination beyond 36 months from the closing of
this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to
obtain shareholder approval to extend the completion window, our sponsor’s investment in our founder shares and our private placement
units will be worthless.
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De-SPAC Consummation Timeframe, Limitations on Extensions [Text Block] |
There is no limit on the number of extensions that we may seek; however, we do not expect
that it will be necessary to extend the time period to consummate our initial business combination beyond 36 months from the closing of
this offering.
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De-SPAC Consummation Timeframe, Duration |
36 months
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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 | Iris Acquisition Holdings II LLC or its affiliate | | $20,000 per month | | Office space located at Office 1611, Index Tower, Happiness Street, Dubai International Financial Centre, Dubai, United Arab Emirates, administrative and shared personnel support services | | | | | | | | 5,750,000 Class B ordinary shares(1)(3) | | $25,000 | | | | | | | | 372,500 private placement units to be purchased simultaneously with the closing of this offering(2)(3) | | $3,725,000 | | | | | | | | Up to $300,000 | | Repayment of promissory note made to us to cover offering related and organizational expenses | | | | | | | | Up to $1,500,000 in working capital loans, which loans may be convertible
into private placement units at the business combination at a price of $10.00 per unit | | Working capital loans to finance transaction costs in connection with an 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 | | | | | | Holders of Class B ordinary shares | | Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio | | Issuance of the Class A ordinary shares issuable in connection with the conversion of the founder shares on a greater than one-to-one basis upon conversion | | | | | | Iris Acquisition Holdings II LLC, officers, directors, or their respective affiliates | | Payment of consulting, success or finder’s fees or a salary in connection with completing an initial business combination | | Any services 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 | | | | | | SPAC Officers . | | 250,000 Class B ordinary shares | | | | | | | | Independent Directors | | 25,000 Class B ordinary shares per director | | |
| (1) | The Class B ordinary shares will automatically convert into Class A
ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject
to the adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein),
are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination,
the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority
of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or
deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in
the aggregate, on an as-converted basis, 25% of the sum of (i) the aggregate of our issued and outstanding founder shares, private placement
shares and public shares after this offering and the private placement, plus (ii) all Class A ordinary shares and equity-linked securities
issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities
issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent units issued to our sponsor
or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class
A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder
shares will never occur on a less than one-for-one basis. The anti-dilution provisions in our Class B ordinary shares may result in material
dilution to the public shareholders. |
| (2) | Certain non-managing sponsor investors have committed, pursuant to
written agreements, to purchase, indirectly through the purchase of non-managing sponsor membership interests, an aggregate of [______]
private placement units at a price of $10.00 per unit ($[_________] in the aggregate), which price includes the par value of $0.0001 per
restricted Class A share, in a private placement that will close simultaneously with the closing of this offering. |
| (3) | Subject
to each non-managing sponsor investor purchasing, indirectly through sponsor, the private placement units allocated to it, sponsor will
issue membership interests at a nominal purchase price to the non-managing sponsor investors reflecting interests in an aggregate of
5,750,000 founder shares (750,000 shares are subject to forfeiture if the over-allotment option is not exercised) held by the sponsor. |
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SPAC, Actual or Potential Material Conflict of Interest, Prospectus Summary [Text Block] |
Our initial shareholders have entered into agreements with us, pursuant to which they will agree to waive their redemption rights with respect to their founder shares, private placement shares, private placement warrants and shares underlying any private placement warrants held by them in connection with the consummation of our initial business combination.
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SPAC, Securities Offered, Redemption Rights [Text Block] |
Manner of conducting redemptionsWe will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, the initial business combination, all or a portion of their public shares upon the completion of our initial business combination either (1) in connection with a general meeting called to approve the business combination or (2) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.
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SPAC, Trust or Escrow Account, Material Terms [Text Block] |
The Nasdaq rules provide that at least 90% of the gross proceeds from
this offering and the sale of the private placement units be deposited in a trust account. Of the gross proceeds of this offering and
the sale of the private placement units, a total of $150,000,000 (or $172,500,000 if the underwriters’ over-allotment option is
exercised in full), will be placed in a segregated trust account located in the United States maintained by Odyssey Transfer & Trust
Company acting as trustee, and will be invested only in U.S. government treasury bills, notes and bonds 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 and which invest solely in U.S.
Treasuries. Except for all interest income that may be released to us to pay taxes, none of the funds held in the trust account will be
released from the trust account until the earlier of: (1) the completion of our initial business combination within the required time
period; (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination within 24
months from the closing of this offering; and (3) the redemption of any public shares properly tendered in connection with a shareholder
vote to amend our amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing
of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the required time
period or (B) with respect to any other provision relating to our pre-business combination activity and related shareholders’ rights. The net proceeds held in the trust account may be used as consideration
to pay the sellers of a target business with which we ultimately complete our initial business combination. If our initial business combination
is paid for using shares or debt securities, or not all of the funds released from the trust account are used for payment of the purchase
price in connection with our business combination, we may apply the cash released from the trust account that is not applied to the purchase
price for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal
or interest due on indebtedness incurred in consummating the initial business combination, to fund the purchase of other companies or
for working capital. We believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds
are allocated. This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with
an indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective acquisition,
only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of our initial business
combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating our initial business combination
is less than the actual amount necessary to do so we may be required to raise additional capital, the amount, availability and cost of
which is currently unascertainable. In this event, we could seek such additional capital through loans or additional investments from
members of our sponsor or an affiliate of our sponsor or our executive officers and directors, but such members of our management team
are not under any obligation to advance funds to, or invest in, us.
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SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Percent |
90.00%
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SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Amount |
$ 150,000,000
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SPAC Additional Financing Plans, Impact on Security Holders [Text Block] |
Moreover, we may need to obtain additional financing either to consummate
our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation
of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination.
Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of
our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional
financing in order to meet our obligations.
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SPAC, Adjusted Net Tangible Book Value Per Share with Sources of Dilution [Table Text Block] |
For each of the redemption scenarios above, the NTBV was calculated
as follows: | | No
Redemptions | | | 25% of Maximum Redemptions | | | 50% of Maximum Redemptions | | | 75% of Maximum Redemptions | | | Maximum
Redemptions | | | | 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 | | Public offering price | | $ | 10.00 | | | $ | 10.00 | | | $ | 10.00 | | | $ | 10.00 | | | $ | 10.00 | | | $ | 10.00 | | | $ | 10.00 | | | $ | 10.00 | | | $ | 10.00 | | | $ | 10.00 | | Net tangible book deficit before this offering | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Increase attributable to public shareholders | | | 7.09 | | | | 7.10 | | | | 6.53 | | | | 6.54 | | | | 5.64 | | | | 5.65 | | | | 4.04 | | | | 4.05 | | | | 0.27 | | | | 0.27 | | Pro forms net tangible book value after this offering and the sale of the placement shares | | | 7.09 | | | | 7.10 | | | | 6.53 | | | | 6.54 | | | | 5.64 | | | | 5.65 | | | | 4.04 | | | | 4.05 | | | | 0.27 | | | | 0.27 | | Dilution to public shareholders | | $ | 2.91 | | | $ | 2.90 | | | $ | 3.47 | | | $ | 3.46 | | | $ | 4.36 | | | $ | 4.35 | | | $ | 5.96 | | | $ | 5.95 | | | $ | 9.73 | | | $ | 9.73 | | Percentage of dilution to public shareholders | | | 29.10 | % | | | 29.00 | % | | | 34.70 | % | | | 34.60 | % | | | 43.60 | % | | | 43.50 | % | | | 59.60 | % | | | 59.50 | % | | | 97.30 | % | | | 97.30 | % | | | No Redemptions | | | 25% of Maximum Redemptions | | | 50% of Maximum Redemptions | | | 75% of Maximum Redemptions | | | Maximum
Redemptions | | | | 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 | | $ | (20,271 | ) | | $ | (20,271 | ) | | $ | (20,271 | ) | | $ | (20,271 | ) | | $ | (20,271 | ) | | $ | (20,271 | ) | | $ | (20,271 | ) | | $ | (20,271 | ) | | $ | (20,271 | ) | | $ | (20,271 | ) | Net proceeds from this offering and the sale of the placement shares | | | 151,675,000 | | | | 174,175,000 | | | | 151,675,000 | | | | 174,175,000 | | | | 151,675,000 | | | | 174,175,000 | | | | 151,675,000 | | | | 174,175,000 | | | | 151,675,000 | | | | 174,175,000 | | Plus: Offering costs accrued for or paid in advance, excluded from tangible book value | | | 25,000 | | | | 25,000 | | | | 25,000 | | | | 25,000 | | | | 25,000 | | | | 25,000 | | | | 25,000 | | | | 25,000 | | | | 25,000 | | | | 25,000 | | Less: Deferred underwriting commissions | | | (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 | | | (191,000 | ) | | | — | | | | (191,000 | ) | | | — | | | | (191,000 | ) | | | — | | | | (191,000 | ) | | | — | | | | (191,000 | ) | | | — | | Less: Amounts paid for redemptions | | | — | | | | — | | | | (37,500,000 | ) | | | (43,125,000 | ) | | | (75,000,000 | ) | | | (86,250,000 | ) | | | (112,500,000 | ) | | | (129,375,000 | ) | | | (150,000,000 | ) | | | (172,500,000 | ) | | | $ | 145,488,729 | | | $ | 167,279,729 | | | $ | 109,488,729 | | | $ | 125,879,729 | | | $ | 73,488,729 | | | $ | 84,479,729 | | | $ | 37,488,729 | | | $ | 43,079,729 | | | $ | 1,488,729 | | | $ | 1,679,729 | | | | No Redemptions | | | 25% of Maximum Redemptions | | | 50% of Maximum Redemptions | | | 75% of Maximum Redemptions | | | Maximum Redemptions | | | | 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 | | 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 | ) | | | — | | Ordinary shares offered and sale of placement shares | | | 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: Ordinary shares redeemed | | | — | | | | — | | | | (3,750,000 | ) | | | (4,312,500 | ) | | | (7,500,000 | ) | | | (8,625,000 | ) | | | (11,250,000 | ) | | | (12,937,500 | ) | | | (15,000,000 | ) | | | (17,250,000 | ) | Placement shares | | | 522,500 | | | | 567,500 | | | | 522,500 | | | | 567,500 | | | | 522,500 | | | | 567,500 | | | | 522,500 | | | | 567,500 | | | | 522,500 | | | | 567,500 | | | | | 20,522,500 | | | | 23,567,500 | | | | 16,772,500 | | | | 19,255,000 | | | | 13,022,500 | | | | 14,942,500 | | | | 9,272,500 | | | | 10,630,000 | | | | 5,522,500 | | | | 6,317,500 | |
| (1) | Expenses applied against gross proceeds include offering
expenses of approximately $550,000 and underwriting commissions of $0.20 per unit (including any units sold pursuant to the underwriter’s
option to purchase additional units), or $3,000,000 in the aggregate, payable to the underwriters in this offering (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 $6,000,000 in the aggregate or up to an additional $900,000
in the aggregate if the underwriter’s over-allotment option is exercised in full payable to the underwriters in the Proposed Offering.
See also “Underwriting” for a description of compensation and other items of value payable to the underwriter. |
| (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 sponsor,
initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants 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. |
|