RELATED PARTIES

6 Months Ended

Jun. 30, 2025

RELATED PARTIES [Abstract]

RELATED PARTIES

NOTE 5 — RELATED PARTIES

Founder Shares

On October 18, 2024, the Sponsor received 7,187,500 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a payment of $25,000 to a vendor. On March 25, 2025, the Sponsor surrendered 1,354,317 Founder Shares for no consideration and thereafter held 5,833,183 Founder Shares.

Up to 760,850 Founder Shares are subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised, so that the number of Founder Shares will collectively represent 25% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. No Class B ordinary shares were forfeited as the underwriters fully exercised the over-allotment option.

On May 14, 2025  and June 11, 2025, the Sponsor transferred an aggregate of 418,188 of its Founder Shares to the Company’s independent directors and certain members of the Company’s management team for their services. On May 30, 2025, the Sponsor transferred an additional 87,500 of its Founder Shares to Meridien Peak as consideration for consulting services, as a result of which the Sponsor holds 5,327,495 Founder Shares as of the date hereof. The Founder Shares transferred to the Company’s independent directors and certain members of the Company’s management team, will not be subject to forfeiture in the event the underwriters’ over-allotment option is not exercised.

The Company has estimated the fair value of the 505,688 Founder Shares as $606,826 on the date of transfer. The transferred shares are subject to the lock up provisions described below. As such, the Company will not recognize any expense until the initial Business Combination is probable.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $11.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

General and Administrative Services

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor or an affiliate thereof a monthly fee of $15,000 for office space, administrative and shared personnel support services.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,500,000 of the Working Capital Loans may be converted upon completion of a Business Combination into private units at a price of $10.00 per unit. Such private units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2025 and December 31, 2024, there were no Working Capital Loans outstanding.

On June 12, 2025, the Sponsor agreed to loan the Company up to $450,000. As of June 30, 2025, the Company had borrowed $0 under such promissory note. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2025 or the closing of the Initial Public Offering.

Due to Related Party

From inception through June 30, 2025, the Sponsor advanced $338,039 to the Company for expenses. As of  June 30, 2025 and December 31, 2024 there was $296,509 and $0, respectively, due to related party.

Consulting Agreements

The Sponsor is supported by affiliates of Meteora Capital, LLC (“Meteora”), and Meridien Peak, (“Meridien Peak” and together with Meteora, the “Advisors”). Meteora will act as an advisor to the Company and the Sponsor pursuant to a consulting agreement. Meteora will be paid by the Company for such consulting services. Meridien Peak will also act as an advisor to the Company and the Sponsor pursuant to a consulting agreement entered into by Meridien Peak and the Sponsor. The Sponsor shall be exclusively responsible for any payments made to Meridien Peak in consideration for the consulting services Meridien Peak provides and such consideration will include a certain number of our founder shares.