v3.25.2
Subsequent Events
2 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events

Note 9 — Subsequent Events 

 

The Company evaluated subsequent events and transactions that occurred after March 31, 2025, the balance sheet date, through the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than as disclosed below. 

The Sponsor deposited an aggregate of $249,950 into the Company’s bank account, depositing $50,000 in April 2025, and $199,950 in May 2025. The $249,950 will be accounted for as a capital contribution by the Sponsor and applied to the Sponsor’s purchase of Private Placement Units in the private placement that closed simultaneously with the Initial Public Offering. 

 

In May 2025, the Company effected a share capitalization for an additional 1,009,988 Class B ordinary shares for no additional consideration, resulting in 7,069,913 Class B ordinary shares outstanding. Of the 7,069,913 Class B ordinary shares outstanding, up to 922,162 shares are subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part. All share and per-share amounts have been retroactively restated to reflect the share capitalization.

 

On June 16, 2025, the Company consummated its Initial Public Offering of 20,125,000 Units, which includes 2,625,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $201,250,000. Each Unit consists of one Class A Ordinary Share of the Company and one Public Right upon the consummation of the Company’s initial business combination (each, a “Share Right”).

 

In connection with the consummation of the Initial Public Offering, the Company issued, to the underwriters and/or their designees, 175,000 Representative Shares.

 

The Company had borrowed $193,236 through June 16, 2025, the consummation of the Initial Public Offering, and repaid $203,557 to the Sponsor to settle the balance on June 16, 2025. The overpayment of $10,321 was recorded as a related party receivable.

 

Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of an aggregate of 592,250 Private Placement Units to the Sponsor and the Underwriters at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $5,922,500. The Private Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 

A total of $201,250,000 of the proceeds from the Initial Public Offering and the sale of the Private Placement Units (which amount includes up to $7,043,750 of the underwriters’ deferred underwriting commissions), was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, with the remaining proceeds from the Private Placement Units going to the Company’s working capital account (a portion of which will be used to pay offering expenses). Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and up to $100,000 for dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 21 months from the closing of the IPO (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 21 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.