| SPAC Sponsor [Table Text Block] |
The
following table sets forth the payments to be received by our insiders 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 insiders:
| Entity/Individual |
|
Amount of Compensation to be
Received or Securities Issued or
to be Issued |
|
Consideration
Paid or to be Paid |
East
West Avenue LLC
(sponsor
A) |
|
shares of common stock(1) |
|
$ |
| |
|
private
units(1) |
|
$ |
| |
|
Up
to $ |
|
Repayment
of loans made to us by our sponsor to cover offering-related and organizational expenses. |
| |
|
$
per month |
|
Office
space, administrative and support services |
| |
|
Up
to $ in working capital loans may be convertible into private units at a price of $10.00 per unit (collectively with other
insiders) |
|
Working
capital loans to finance transaction costs in connection with an intended initial business combination. |
| |
|
Reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination, and managing
our operation as a public company |
|
Services
in connection with identifying, investigating and completing an initial business combination, or managing our operation as a public
company |
NFR
Capital Limited
(sponsor
B) |
|
shares of common stock |
|
$ |
| |
|
private units(1) |
|
$ |
| |
|
Up
to $3,000,000 in working capital loans may be convertible into private units at a price of $10.00 per unit (collectively with other
insiders) |
|
Working
capital loans to finance transaction costs in connection with an intended initial business combination. |
| |
|
Reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination, or managing
our operation as a pubic company |
|
Services
in connection with identifying, investigating and completing an initial business combination, or managing our operation as a public
company |
Molly
Huang
(manager
of sponsor A and CEO of the Company) |
|
founder shares (2) |
|
Services
in connection with identifying, investigating and completing an initial business combination,
or managing our operation as a public company.
|
| |
|
Reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an initial
business combination, or managing our operation as a public company
|
|
Services
in connection with identifying, investigating and completing an initial business combination,
or managing our operation as a public company.
|
| |
|
See
also information concerning East West Avenue LLC (sponsor A) described elsewhere in
this table
|
|
See
also information concerning East West Avenue LLC (sponsor A) described elsewhere in this table |
Yanjie
Wang
(director
of sponsor B) |
|
See
information concerning NFR Capital Limited (sponsor B) described elsewhere in this table |
|
See
information concerning NFR Capital Limited (sponsor B) described elsewhere in this
table
|
Thomas Kerkaert
(CFO of the Company) |
|
$ per
month
founder
shares |
|
Services
in connection with identifying, investigating and completing an initial business combination,
or managing our operation as a public company.
|
| |
|
Reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an initial
business combination, or managing our operation as a public company
|
|
Services
in connection with identifying, investigating and completing an initial business combination,
or managing our operation as a public company. |
Irfan
Verjee
(independent
director nominee) |
|
$ per month
founder
shares |
|
Services
in connection with identifying, investigating and completing an initial business combination,
or managing our operation as a public company.
Services
in connection with identifying, investigating and completing an initial business combination,
or managing our operation as a public company.
|
| |
|
|
|
| |
|
Reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination, or managing
our operation as a public company |
|
| Masahiro
Honna (independent director nominee) |
|
founder
shares
|
|
Services
in connection with identifying, investigating and completing an initial business combination,
or managing our operation as a public company.
|
|
|
Reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination, or managing
our operation as a public company |
|
Services
in connection with identifying, investigating and completing an initial business combination,
or managing our operation as a public company.
|
| Samir
Parikh (independent director nominee) |
|
founder
shares
|
|
Services
in connection with identifying, investigating and completing an initial business combination,
or managing our operation as a public company.
|
|
|
Reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination, or managing
our operation as a public company |
|
Services
in connection with identifying, investigating and completing an initial business combination,
or managing our operation as a public company.
|
| (1) |
Assumes
no exercise of the over-allotment option and the full forfeiture of 375,000 shares without exercise of the underwriters’ over-allotment
option. |
| (2) |
Not including 636,333 founder shares that Ms. Huang
holds through her membership interest in the sponsor A, over which she does not hold any voting or dispositive rights but would be
entitled to receive the shares upon distribution by or liquidation of the sponsor A. |
|
| SPAC Sponsor, Controlling Persons [Table Text Block] |
On
November 8, 2025, the Sponsor A, paid $5,000 in exchange for 20,000 founder shares, or approximately $0.25 per share. On November 20,
2025, we issued a dividend of approximately 142.75 founder shares for every issued and outstanding founder share, or an aggregate of
2,855,000 Dividend Shares, in exchange for an additional consideration of $20,000, resulting in the Sponsor A holding an aggregate of
2,875,000 founder shares for a per share consideration of $0.0087. On March 5, 2026, the Sponsor A entered into a securities assignment
agreement with the Sponsor B, pursuant to which, the Sponsor B acquired 560,000 founder shares for $4,872, for a per share
consideration of $0.0087, and agreed to acquire 80,000 units in the private placement at $10.00 per unit to be consummated
simultaneously with the consummation of this offering. Our Sponsor A has committed to enter into a securities transfer agreement immediately
before this offering with each of our directors, pursuant to which, the Sponsor A shall transfer (w) 100,000 founder shares to Ms. Huang,
(x) 40,000 founder shares to Mr. Kerkaert, (y) 20,000 founder shares to each of Mr. Parikh and Honna, (z) 10,000 founder shares to Mr.
Verjee, immediately after the offering. Prior to the initial investment in the company of $25,000 by the sponsors, the Company had no
assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to
the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation
that the total size of this offering would be a maximum of 11,500,000 units if the underwriters’ over-allotment option is exercised
in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering (not including the
representative shares, private shares, or any share underlying the units issuable upon conversion of working capital loans). Up to 375,000
of the founder shares will be forfeited by the Sponsor A depending on the extent to which the underwriters’ over-allotment is exercised.
The post-offering percentages in the following table assume that the underwriters do not exercise their over-allotment option, that the
Sponsor A have forfeited 375,000 founder shares, and that there are 12,847,500 shares of common stock, consisting of (i) 10,000,000
shares of common stock, (ii) 2,500,000 founder shares, (iii) 272,500 private shares, (iv) 75,000 representative shares, issued
and outstanding after this offering.
| | |
Before
Offering | | |
After
Offering | |
| Name
and Address of Beneficial Owner(1) | |
Number
of
Shares
Beneficially
Owned(2) | | |
Approximate
Percentage of
Outstanding
Common
Stock | | |
Number
of
Shares
Beneficially
Owned(2) | | |
Approximate
Percentage of
Outstanding
Common
Stock | |
| Maoli (Molly)
Huang(3)(4) | |
| 2,315,000 | (5) | |
| 80.52 | % | |
| 1,942,500 | | |
| 15.12 | % |
| Thomas Kerkaert | |
| - | | |
| - | % | |
| 40,000 | | |
| * | % |
| Irfan Verjee | |
| - | | |
| - | % | |
| 10,000 | | |
| * | % |
| Samir Parikh | |
| - | | |
| - | % | |
| 20,000 | | |
| * | % |
| Masahiro Honna | |
| - | | |
| - | % | |
| 20,000 | | |
| * | % |
| All executive directors and officers as a group
(5 individuals) | |
| 2,315,000 | (5) | |
| 80.52 | % | |
| 2,132,500 | | |
| 16.60 | % |
| | |
| | | |
| | | |
| | | |
| | |
| Other 5% Stockholders | |
| | | |
| | | |
| | | |
| | |
| East West Avenue LLC
(our Sponsor A)(3)(4) | |
| 2,315,000 | (5) | |
| | % | |
| | | |
| | % |
| NFR Capital Limited(6) |
|
|
560,000 |
|
|
|
|
% |
|
|
640,000 |
|
|
|
4.98 |
% |
| * |
Less
than one percent |
| (1) |
Unless
otherwise noted, the business address of each of the following is 5725 S Valley View Blvd, Ste 5 #378094, Las Vegas, NV 89118. |
| (2) |
Interests
shown include founder shares and private units. |
| (3) |
Molly
Huang, our CEO, President and director, is the manager of East West Avenue LLC, the Sponsor A, which entitles her to have
voting, dispositive or investment powers over the Sponsor A. Thus, she is deemed to have beneficial ownership of the shares held
by the Sponsor A. |
| (4) |
Our
Sponsor A has committed to enter into a securities transfer agreement immediately before this offering with each of our directors,
pursuant to which, the Sponsor A shall transfer (w) 100,000 founder shares to Ms. Huang, (x) 40,000 founder shares to Mr.
Kerkaert; (y) 20,000 founder shares to each of Mr. Parikh and Honna, (z) 10,000 founder shares to Mr. Verjee, immediately after
the offering. |
| (5) |
Includes
up to 375,000 founder shares that will be forfeited by the Sponsor A depending on the extent to which the underwriters’ over-allotment
option is exercised. |
| (6) |
Yanjie
Wang is the sole director NFR Capital Limited, the Sponsor B, which entitles him to have voting, dispositive or investment powers over the Sponsor
B. Thus, he is deemed to have beneficial ownership of the shares held by the Sponsor B. |
|