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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 8 — SUBSEQUENT EVENTS

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued. Based upon this review, the Company identified the following subsequent events that would have required adjustment or disclosure in the financial statements.

 

On July 10, 2025, the Company received a written notice from the Listing Qualifications Department of the Nasdaq Stock Market (“NASDAQ”) stating that the Company failed to maintain a minimum of 1,100,000 publicly held shares as required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(B). The notice stated that no later than August 25, 2025, the Company is required to submit a plan to regain compliance with the above referenced rule. If NASDAQ accepts the Company’s plan, it has the discretion to grant the Company an extension of up to 180 calendar days from the date of the notice to regain compliance. There can be no assurance, however, that the Company will be able to regain compliance with the listing requirements discussed above or otherwise satisfy the other NASDAQ listing criteria.

 

On July 11, 2025, the Company held an extraordinary general meeting to approve, by special resolution and pursuant to the terms of the Company’s amended and restated memorandum and articles of association, as amended (the “Articles”), an amendment to the Articles to allow the board of directors of the Company (the “Board”) to extend the date by which the Company must consummate an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, by up to five one-month increments, from July 14, 2025 to as late as December 14, 2025, unless the closing of a business combination shall have occurred prior thereto or such earlier date as shall be determined by the Board in its sole discretion. In connection with the meeting, an aggregate of 16,602 Public Shares were redeemed at a price of approximately $11.21 per share.

 

On July 11, 2025, the “Company received a written notice from the Listing Qualifications Department of the NASDAQ indicating that the Company is not in compliance with Listing Rule 5450(a)(2) because the Company has failed to maintain a minimum of 400 total shareholders for continued listing. On July 15, 2025, the Company received a delisting determination letter (the “Delisting Determination Letter”) notifying the Company that its securities are now subject to delisting from the Nasdaq Global Market. The Delisting Determination Letter stated that the Company was not in compliance with (A) Nasdaq Listing Rules 5450(b)(2)(A), which requires companies listed on the Nasdaq Global Market to have Market Value of Listed Securities of at least $50,000,000 for a period of 30 consecutive trading days, (B) Nasdaq Listing Rules 5450(b)(2)(B), which requires that companies listed on the Nasdaq Global Market maintain a minimum 1,100,000 Publicly Held Shares, (C) Nasdaq Listing Rules 5450(b)(2)(C), which requires that companies listed on the Nasdaq Global Market to have Market Value of Publicly Held Shares to be at least $15,000,000 for a period of 30 consecutive trading days and (4) Nasdaq Listing Rules 5450(a)(2), which requires companies listed on the Nasdaq Global Market to have at least 400 total shareholders. As such, the Staff was applying more stringent criteria as permitted under Listing Rule 5101 to delist the Company’s securities from the Nasdaq Global Market. Additionally, on July 15, 2025, Nasdaq determined to halt trading in the Company’s securities. A determination whether to continue the trading halt will be made following the Company’s disclosure of the Delisting Determination Letter. The Delisting Determination Letter indicated that the Company may appeal the Staff’s determination to a Nasdaq Hearings Panel (the “Panel”) pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Unless the Company requests an appeal of Nasdaq’s determination by 4:00 p.m. Eastern Time on July 22, 2025, trading of the Company’s securities will be suspended at the opening of business on July 24, 2025, and Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on the Nasdaq Stock Market. The Company intends to request a hearing before the panel to appeal the delisting determinations and to request a stay of the suspension of the Company’s securities from trading. There can be no assurance that the panel will grant the Company’s request for continued listing or a stay of the suspension of the Company’s securities.