S-K 1603(a) SPAC Sponsor |
Aug. 22, 2025 |
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SPAC Sponsor [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
SPAC Sponsor Form of Organization | Limited Liability Company | ||||||||||||||||||||||||||||||||||||||||||
SPAC Sponsor and Affiliates Information, Restrictions on Sale of SPAC Securities [Table Text Block] | Pursuant to a letter agreement to be entered with us, each of our co-sponsors, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement units (and the underlying securities), as summarized in the table below.
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SPAC Sponsor, Terms That Would Result in Earlier Expiration of Restrictions [Text Block] | In addition, pursuant to such letter agreement, for the benefit of BTIG, we, our co-sponsors and our officers and directors have agreed that we will not offer, sell, contract to sell, pledge, charge or grant any option to purchase or otherwise dispose of, directly or indirectly, without the prior written consent of BTIG for a period of 180 days after the date of this prospectus, any units, warrants, ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, ordinary shares or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any units, ordinary shares, warrants or any securities convertible into, or exercisable, or exchangeable for, ordinary shares owned, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise; provided, however, that we may (1) issue and sell the private placement warrants; (2) issue and sell the additional units to cover our underwriters’ over-allotment option (if any); (3) register with the SEC pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, the resale of the private placement warrants and the Class A ordinary shares issuable upon exercise of the warrants and the founder shares; and (4) issue securities in connection with our initial business combination. However, the foregoing shall not apply to the forfeiture of any founder shares pursuant to their terms or any transfer of founder shares to any current or future independent director of the company (as long as such current or future independent director is subject to the terms of the letter agreement, filed herewith, at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). Further, the co-sponsors’ membership interests (including the interests held by the non-managing members) are locked up and not transferable because the letter agreement prohibits indirect transfers. BTIG in their sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. The founder shares, the private placement shares and the private placement warrants held by our co-sponsors will only be distributed to the members of our co-sponsors (including the sponsor non-managing members with respect to Delaware Sponsor) after consummation of our initial business combination, at which time such sponsor non-managing members would become subject to the applicable transfer restrictions with respect to such securities. |