Stockholders’ Deficit |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Equity [Abstract] | |
| Stockholders’ Deficit | Note 7 – Stockholders’ Deficit
Ordinary Shares
The Company is authorized to issue ordinary shares, with a par value of $ per share. Holders of the ordinary shares are entitled to one vote for each ordinary share. As of June 30, 2025 and December 31, 2024, there were ordinary shares issued and outstanding, excluding shares subject to possible redemption, respectively.
Public Warrants
Pursuant to the IPO, the Company sold Units at a price of $ per Unit for a total of $115,000,000. The total amount of ordinary shares subject to possible redemption is . Each Unit consists of one ordinary share, one right to acquire one-seventh (1/7) of an ordinary share, and one redeemable warrant (“Public Warrant”) to purchase one-half of one ordinary share at a price of $ per share, subject to adjustment. As of June 30, 2025 and December 31, 2024, the Company had 11,500,000 public warrants outstanding, respectively.
Each warrant entitles the holder to purchase one-half ordinary share at a price of $ per share commencing 30 days after the completion of its initial business combination and expiring five years from after the completion of an initial business combination. No fractional warrant will be issued and only whole warrants will trade. The Company may redeem the warrants at a price of $ per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $ per share for any trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such warrants during the 30-day redemption period. If a registration statement is not effective within 60 days following the consummation of a business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.
In addition, if (a) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ per share (with such issue price or effective issue price to be determined in good faith by our board of directors); (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination; and (c) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $ per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price of the ordinary shares that triggers the Company’s right to redeem the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.
Private warrants
The private warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering. As of June 30, 2025 and December 31, 2024, the Company had 330,000 private warrants outstanding, respectively.
Rights
Except in cases where the Company is not the surviving Company in a business combination, the holders of the rights will automatically receive 1/7 of a share of ordinary shares upon consummation of the Company’s initial business combination. In the event the Company will not be the surviving company upon completion of the initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the 1/7 of a share underlying each right upon consummation of the business combination. As of June 30, 2025 and December 31, 2024, no rights had been converted into shares.
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