Shareholders' Deficit |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Shareholders’ Deficit [Abstract] | |
| Shareholders' Deficit |
Note 7—Shareholders’ Deficit
Preference Shares—The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. As of June 30, 2025 and December 31, 2024, there were preference shares issued or outstanding.
Class A Ordinary Shares—The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2025 and December 31, 2024, there were 14,324,053 and 2,000,000 Class A ordinary shares issued and outstanding, respectively. Of the 14,324,053 Class A ordinary shares outstanding as of June 30, 2025, 114,053 were subject to possible redemption and classified as temporary equity. As of December 31, 2024, all Class A ordinary shares were subject to possible redemption and were therefore classified as temporary equity (see Note 6).
Class B Ordinary Shares—The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of June 30, 2025 and December 31, 2024, there were 165,000 and 14,375,000 shares of Class B ordinary shares issued and outstanding (see Note 4), respectively. Holders of Class B ordinary shares of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of the initial Business Combination.
Class B Ordinary Share Conversion
On January 16, 2025, the Sponsor converted 14,210,000 Class B ordinary shares into Class A ordinary shares on a one-for-one basis following the Third Extension Meeting. The Sponsor has agreed to waive any right to receive funds from the Company’s Trust Account with respect to the Class A ordinary shares received upon such conversion and will acknowledge that such shares will be subject to all of the restrictions applicable to the original Class B ordinary shares under the terms of that certain letter agreement, dated as of February 22, 2021, by and among the Company and its initial shareholders, directors and officers, and that certain letter agreement, dated as of February 4, 2024, by and among, the Company, Lynk Global, Inc. (“Lynk”), the Company’s directors and officers, the Sponsor and other parties thereto.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the initial business combination on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any Private Placement Warrants issued upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |