v3.25.2
Related Party Transactions
6 Months Ended
Jun. 30, 2025
Related Party Transactions [Abstract]  
Related Party Transactions

Note 5 — Related Party Transactions

 

(i) Founder Shares

 

On February 27, 2024, the Sponsor acquired 1,437,500 ordinary shares (“Founder shares”) for an aggregate purchase price of $25,000, among which, up to 187,500 Founder Shares are subject to forfeiture if the underwriters’ over-allotment is not exercised. On September 13, 2024, the over-allotment option was exercised and none of the Founder Shares were subject to forfeiture.

 

The Sponsor has agreed not to transfer, assign or sell their Founder Shares (excluding any units or shares comprising the units acquired in the offering) until the earlier to occur of (a) twelve months after the completion of the Company’s initial Business Combination and (b) upon completion of the Company’s initial Business Combination, (x) if the last reported sale price of the Company’s ordinary shares equals or exceeds $12.00 per unit (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor, directors and executive officers with respect to any Founder shares.

 

(ii) Promissory Note — Related Party

 

On February 22, 2024, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $500,000 (the “Promissory Note”) to be used for a portion of the expenses for the IPO. This loan is non-interest bearing, unsecured and is due at the earlier of (1) September 30, 2024 or (2) the closing of the IPO. The loan will be repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account.

 

For the period from January 30, 2024 (inception) through June 30, 2024, the Company had borrowed $375,000 under the Promissory Note with the Sponsor for its IPO. Shortly after completion of the IPO, such amount was fully repaid.

 

(iii) Working Capital Loans

 

In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it intends to repay such loaned amount at closing. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans (“Working Capital Loans”) made by the Sponsor, the Company’s officers and directors, or the Company’s or their affiliates to the Company prior to or in connection with its initial Business Combination may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of its initial Business Combination. The units would be identical to the Placement Units.

 

For the six months ended June 30, 2025 and for the period from January 30, 2024 (inception) through June 30, 2024, the Company had no borrowings under the Working Capital Loans.

 

(iv) Administrative Services Arrangement

 

Commencing on the effective date of the registration statement of the IPO, the Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of its initial Business Combination or its liquidation, the Company will cease paying these monthly fees. The amount due to related parties is non-interest bearing and due on demand.

 

For the six and three months ended June 30, 2025, the Company has accrued $60,333 and $30,333 for the service provided by the Sponsor, respectively.

 

As of June 30, 2025 and December 31, 2024, the balance of amount due to a related party were $96,666 and $36,333, respectively.