v3.25.2
S-K 1602, SPAC Registered Offerings
Sep. 11, 2025
Months
SPAC Offering Prospectus Summary [Line Items]  
SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag] true
SPAC Offering Forepart, Security Holder Redemptions Subject to Limitations [Flag] true
SPAC Offering Forepart, De-SPAC Consummation Timeframe Description [Text Block] We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination.
SPAC Offering Forepart, De-SPAC Consummation Timeframe 24 months
SPAC Offering Forepart, De-SPAC Consummation Timeframe May be Extended [Flag] true
De-SPAC Consummation Timeframe Extension, Security Holders Voting or Redemption Rights [Flag] true
De-SPAC Consummation Timeframe, Possible Extensions 24
SPAC Offering Forepart, Sponsor Compensation Material Dilution [Flag] true
SPAC Offering Forepart, Adjusted Net Tangible Book Value Per Share [Table Text Block]

As of August 12, 2025

Offering
Price of
$10.00 per
Unit

 

25% of Maximum
Redemption

 

50% of Maximum
Redemption

 

75% of Maximum
Redemption

 

Maximum
Redemption

NTBV

 

NTBV

 

Difference
between
NTBV and
Offering
Price

 

NTBV

 

Difference
between
NTBV and
Offering
Price

 

NTBV

 

Difference
between
NTBV and
Offering
Price

 

NTBV

 

Difference
between
NTBV and
Offering
Price

 

Assuming Full Exercise of Over-Allotment Option

$

7.70

 

$

7.13

 

$

2.87

 

$

6.17

 

$

3.83

 

$

4.26

 

$

5.74

 

$

(1.49

)

 

$

11.49

 

Assuming No Exercise of Over-Allotment Option

$

7.72

 

$

7.15

 

$

2.85

 

$

6.20

 

$

3.80

 

$

4.30

 

$

5.70

 

$

(1.40

)

 

$

11.40

SPAC Offering Forepart, Actual or Material Conflict of Interest [Flag] true
SPAC Offering Forepart, Sponsor Compensation [Table Text Block]

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Entity/Individual

 

Amount of Compensation to be Received or
Securities Issued or to be Issued

 

Consideration Paid or to be Paid

QDRO Sponsor LLC

 

5,750,000 Class B Ordinary Shares (of which 750,000 are subject to forfeiture to the extent the underwriters do not exercise their overallotment option)

 

$25,000 or approximately $0.004 per share

   

4,000,000 private placement warrants to be purchased simultaneously with the closing of this offering

 

$4,000,000

   

Up to $300,000

 

Repayment of loans made to us to cover offering related and organizational expenses.

   

$20,000 per month

 

Office space, utilities and secretarial and administrative support.

   

Up to $1,500,000 in working capital loans, which loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant

 

Working capital loans to finance transaction costs in connection with an initial business combination

   

Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination

 

Services in connection with identifying, investigating and completing an initial business combination

Holders of Class B ordinary shares

 

Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio

 

Issuance of the Class A ordinary shares issuable in connection with the conversion of the founder shares on a greater than one-to-one basis upon conversion

Lead independent director

 

100,000 founder shares

 

Compensation for services as lead independent director of the Company

Each other independent director

 

25,000 founder shares

$25,000 cash retainer payable within 30 days following consummation of the initial public offering.

 

Compensation for services as a director of the Company

Chief executive officer

 

10,000 founder shares

$5,000 per month

 

Compensation for services as an officer of the Company

Chief financial officer

 

5,000 founder shares

$5,000 per month in cash compensation

 

Compensation for services as an officer of the Company

SPAC, Adjusted Net Tangible Book Value Per Share with Sources of Dilution [Table Text Block]

For each of the redemption scenarios above, the NTBV was calculated as follows:

 

No Redemptions

 

25% of Maximum
Redemptions

 

50% of Maximum
Redemptions

 

75% of Maximum
Redemptions

 

Maximum
Redemptions

   

Without
Over-
Allotment

 

With
Over-
Allotment

 

Without
Over-
Allotment

 

With
Over-
Allotment

 

Without Over-
Allotment

 

With
Over- Allotment

 

Without
Over-
Allotment

 

With
Over- Allotment

 

Without
Over-
Allotment

 

With
Over-
Allotment

Public offering price

 

$

10.00

 

 

$

10.00

 

 

$

10.00

 

 

$

10.00

 

 

$

10.00

 

 

$

10.00

 

 

$

10.00

 

 

$

10.00

 

 

$

10.00

 

 

$

10.00

 

Net tangible book deficit before this offering

 

 

(0.02

)

 

 

(0.02

)

 

 

(0.02

)

 

 

(0.02

)

 

 

(0.02

)

 

 

(0.02

)

 

 

(0.02

)

 

 

(0.02

)

 

 

(0.02

)

 

 

(0.02

)

Increase attributable to public shareholders

 

 

7.74

 

 

 

7.72

 

 

 

7.17

 

 

 

7.15

 

 

 

6.22

 

 

 

6.19

 

 

 

4.32

 

 

 

4.28

 

 

 

(1.38

)

 

 

(1.47

)

Pro forma net tangible book value after this offering and the sale of the private placement warrants

 

 

7.72

 

 

 

7.70

 

 

 

7.15

 

 

 

7.13

 

 

 

6.20

 

 

 

6.17

 

 

 

4.30

 

 

 

4.26

 

 

 

(1.40

)

 

 

(1.49

)

Dilution to public shareholders

 

 

2.28

 

 

 

2.30

 

 

 

2.85

 

 

 

2.87

 

 

 

3.80

 

 

 

3.83

 

 

 

5.70

 

 

 

5.74

 

 

 

11.40

 

 

 

11.49

 

Percentage of dilution to public shareholders

 

 

22.80

%

 

 

23.00

%

 

 

28.50

%

 

 

28.70

%

 

 

38.00

%

 

 

38.30

%

 

 

57.00

%

 

 

57.40

%

 

 

114.00

%

 

 

114.90

%

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net tangible book deficit before this offering

 

$

(111,939

)

 

 

(111,939

)

 

 

(111,939

)

 

 

(111,939

)

 

 

(111,939

)

 

 

(111,939

)

 

 

(111,939

)

 

 

(111,939

)

 

 

(111,939

)

 

 

(111,939

)

Net proceeds from this offering and the sale of the private placement warrants(1)

 

 

201,250,000

 

 

 

231,250,000

 

 

 

201,250,000

 

 

 

231,250,000

 

 

 

201,250,000

 

 

 

231,250,000

 

 

 

201,250,000

 

 

 

231,250,000

 

 

 

201,250,000

 

 

 

231,250,000

 

Plus: Offering costs accrued for or paid in advance, excluded from tangible book value

 

 

118,843

 

 

 

118,843

 

 

 

118,843

 

 

 

118,843

 

 

 

118,843

 

 

 

118,843

 

 

 

118,843

 

 

 

118,843

 

 

 

118,843

 

 

 

118,843

 

Less: Deferred underwriting commissions(2)

 

 

(8,000,000

)

 

 

(9,800,000

)

 

 

(8,000,000

)

 

 

(9,800,000

)

 

 

(8,000,000

)

 

 

(9,800,000

)

 

 

(8,000,000

)

 

 

(9,800,000

)

 

 

(8,000,000

)

 

 

(9,800,000

)

Less: Overallotment liability

 

 

(255,500

)

 

 

 

 

 

(255,500

)

 

 

 

 

 

(255,500

)

 

 

 

 

 

(255,500

)

 

 

 

 

 

(255,500

)

 

 

 

Less: Amounts paid for redemptions(3)

 

 

 

 

 

 

 

 

(50,000,000

)

 

 

(57,500,000

)

 

 

(100,000,000

)

 

 

(115,000,000

)

 

 

(150,000,000

)

 

 

(172,500,000

)

 

 

(200,000,000

)

 

 

(230,000,000

)

   

$

193,001,404

 

 

 

221,456,904

 

 

 

143,001,404

 

 

 

163,956,904

 

 

 

93,001,404

 

 

 

106,456,904

 

 

 

43,001,404

 

 

 

48,956,904

 

 

 

(6,998,596

)

 

 

(8,543,096

)

 

No Redemptions

 

25% of Maximum
Redemptions

 

50% of Maximum
Redemptions

 

75% of Maximum
Redemptions

 

Maximum
Redemptions

   

Without
Over-
Allotment

 

With
Over-
Allotment

 

Without
Over-
Allotment

 

With
Over-
Allotment

 

Without Over-
Allotment

 

With
Over- Allotment

 

Without
Over-
Allotment

 

With
Over- Allotment

 

Without
Over-
Allotment

 

With
Over-
Allotment

Denominator:

   

 

       

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Ordinary shares outstanding prior to this offering

 

5,750,000

 

 

5,750,000

 

5,750,000

 

 

5,750,000

 

 

5,750,000

 

 

5,750,000

 

 

5,750,000

 

 

5,750,000

 

 

5,750,000

 

 

5,750,000

 

Ordinary shares forfeited if over-allotment is not exercised

 

(750,000

)

 

 

(750,000

)

 

 

 

(750,000

)

 

 

 

(750,000

)

 

 

 

(750,000

)

 

 

Ordinary shares
offered

 

20,000,000

 

 

23,000,000

 

20,000,000

 

 

23,000,000

 

 

20,000,000

 

 

23,000,000

 

 

20,000,000

 

 

23,000,000

 

 

20,000,000

 

 

23,000,000

 

Less: Ordinary shares redeemed

 

 

 

 

(5,000,000

)

 

(5,750,000

)

 

(10,000,000

)

 

(11,500,000

)

 

(15,000,000

)

 

(17,250,000

)

 

(20,000,000

)

 

(23,000,000

)

   

25,000,000

 

 

28,750,000

 

20,000,000

 

 

23,000,000

 

 

15,000,000

 

 

17,250,000

 

 

10,000,000

 

 

11,500,000

 

 

5,000,000

 

 

5,750,000

 

(1)      Expenses applied against gross proceeds include offering expenses of approximately $750,000 and underwriting commissions of $0.20 per unit (including any units sold pursuant to the underwriters’ option to purchase additional units), or $4,000,000 in the aggregate, payable to Cantor Fitzgerald & Co (excluding deferred underwriting commissions). See “Use of Proceeds.”

(2)      Upon the consummation of our initial business combination, the deferred underwriting commissions would be paid as follows: $0.40 per unit on units other than those sold pursuant to the underwriters’ option to purchase additional units and $0.65 per unit on units sold pursuant to the underwriters’ option to purchase additional units, or $8,000,000 in the aggregate or up to $9,800,000 in the aggregate if the underwriters’ over-allotment option is exercised in full payable to Cantor Fitzgerald & Co, for deferred underwriting commissions. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters.

(3)      If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers or their respective affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business — Effecting Our Initial Business Combination — Permitted Purchases of Our Securities.”

SPAC Prospectus Summary, Sponsor Compensation [Table Text Block]

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Entity/Individual

 

Amount of Compensation to be Received or
Securities Issued or to be Issued

 


Consideration Paid or to be Paid

QDRO Sponsor LLC

 

5,750,000 Class B Ordinary Shares (of which 750,000 are subject to forfeiture to the extent the underwriters do not exercise their overallotment option)

 

$25,000 or approximately $0.004 per share

   

4,000,000 private placement warrants to be purchased simultaneously with the closing of this offering

 

$4,000,000

   

Up to $300,000

 

Repayment of loans made to us to cover offering related and organizational expenses.

   

$20,000 per month

 

Office space, utilities and secretarial and administrative support.

   

Up to $1,500,000 in working capital loans, which loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant

 

Working capital loans to finance transaction costs in connection with an initial business combination

   

Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination

 

Services in connection with identifying, investigating and completing an initial business combination

Holders of Class B ordinary shares

 

Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio

 

Issuance of the Class A ordinary shares issuable in connection with the conversion of the founder shares on a greater than one-to-one basis upon conversion

Entity/Individual

 

Amount of Compensation to be Received or
Securities Issued or to be Issued

 


Consideration Paid or to be Paid

Lead independent director

 

100,000 founder shares

 

Compensation for services as lead independent director of the Company

Each other independent director

 

25,000 founder shares

$25,000 cash retainer payable within 30 days following consummation of the initial public offering

 

Compensation for services as a director of the Company

Chief executive officer

 

10,000 founder shares

$5,000 per month

 

Compensation for services as an officer of the Company

Chief financial officer

 

5,000 founder shares

$5,000 per month

 

Compensation for services as an officer of the Company

QDRO Sponsor LLC, our officers, directors or their respective affiliates

 

Finder’s fees, advisory fees, consulting fees or success fees

 

We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions. Any services in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account.