NOTE 7 – STOCKHOLDER’S EQUITY

Preferred Shares — The Company is authorized to issue up to 5,000,000 preferred shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2025, there were no shares of preferred stock issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue up to 500,000,000 Class A ordinary shares, par value $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote per share.

As of June 30, 2025, the Company had 8,890,625 Class A ordinary shares issued and outstanding, consisting of 8,625,000 Class A ordinary shares sold as part of the units in the IPO (including 1,125,000 shares issued pursuant to the full exercise of the underwriters’ over-allotment option), and 265,625 Class A ordinary shares issued in connection with the sale of private placement units to the Sponsor and the underwriters. The Class A ordinary shares sold in the IPO are subject to possible redemption and are classified as temporary equity in accordance with ASC 480-10-S99. The Class A ordinary shares included in the private placement units are not subject to redemption and are classified as permanent equity. Each unit consists of one Class A ordinary share and one right to receive one-fifth (1/5) of a Class A ordinary share upon the consummation of the Company’s initial business combination. Only whole shares will be issued in exchange for rights; fractional shares will be forfeited.

Class B Ordinary Shares — The Company is authorized to issue up to 50,000,000 Class B ordinary shares, par value $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote per share.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law; provided that prior to the closing of a Business Combination, only holders of Class B ordinary shares have the right to vote on the appointment or removal of directors and on continuing the Company in a jurisdiction outside the Cayman Islands.

On June 1, 2024, Sponsor purchased 8,050,000 Class B ordinary shares (Founder Shares) for an aggregate purchase price of $25,000. On December 19, 2024, the Sponsor forfeited 5,031,250 Founder Shares for no consideration, resulting in 3,018,750 Class B ordinary shares outstanding as of June 30, 2025.

The Founder Shares will automatically convert into Class A ordinary shares upon the consummation of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain anti-dilution adjustments. These adjustments ensure that the aggregate number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal approximately 26% of the total number of ordinary shares outstanding upon completion of the Proposed Public Offering, excluding certain equity-linked securities issued in connection with a Business Combination. 

Rights — Each unit sold in the Initial Public Offering includes one right, entitling the holder to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of the Company’s initial business combination. As of March 31, 2025, there were 8,625,000 public rights issued in connection with the Initial Public Offering and 265,625 private rights included in the private placement units purchased by the Sponsor and underwriters. Fractional shares will not be issued, and holders must hold rights in multiples of five to receive a full Class A ordinary share. Any rights not exchangeable into a whole share will expire worthless. The rights are classified as equity in accordance with ASC 815, as they are indexed to the Company’s own stock and do not require cash settlement. The gross proceeds of the Initial Public Offering were allocated to the public rights based on relative value, with $7,848,750 recorded in shareholders’ equity related to the rights on February 14, 2025. The rights are not remeasured to fair value on a recurring basis.

Except in circumstances where the Company is not the surviving entity in a business combination, the rights will automatically convert into Class A ordinary shares at the closing of the initial business combination. If the Company is not the surviving entity, each holder of a right will be required to affirmatively convert their rights in order to receive the applicable Class A ordinary shares. If the Company fails to consummate a business combination within the prescribed time frame, the rights will expire worthless, and holders will not be entitled to receive any distribution from the Trust Account or other Company assets in respect of such right