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S-K 1602, SPAC Registered Offerings
Jan. 20, 2026
USD ($)
SPAC Offering Forepart [Line Items]  
SPAC Offering Forepart, Sponsor Compensation Material Dilution [Flag] true
De-SPAC Consummation Timeframe Extension, Security Holders Voting or Redemption Rights [Flag] true
SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag] true
SPAC Offering Forepart, Adjusted Net Tangible Book Value Per Share [Table Text Block]

The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (NTBV), as adjusted to reflect various potential redemption levels that may occur in connection with the closing of our initial business combination, which we refer to as “Adjusted NTBVPS,” on a pro forma basis to give effect to this offering and the issuance of private placement warrants, and assuming the exercise in full and no exercise of the over-allotment option. Adjusted NTBVPS excludes the effect of the consummation of our initial business combination or any related transactions or expenses. See section entitled “Dilution” for more information.

As of September 30, 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

$

7.36

 

6.73

 

3.27

 

5.71

 

4.29

 

3.76

 

6.24

 

(1.44

)

 

11.44

 

Assuming No Exercise of Over-Allotment Option

$

7.38

 

6.75

 

3.25

 

5.74

 

4.26

 

3.80

 

6.20

 

(1.37

)

 

11.37

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
SPAC Offering Forepart, Security Holder Redemptions Subject to Limitations [Flag] true
SPAC Will Solicit Shareholder Approval for De-SPAC Transaction [Flag] true
De-SPAC Consummation Timeframe, Limitations on Extensions [Text Block] There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering.
De-SPAC Consummation Timeframe, Duration 36 months
De-SPAC Consummation Timeframe, Extension Failure, Consequences to Sponsor [Text Block] If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsor’s investment in our founder shares and our private placement warrants will be worthless.
SPAC Additional Financing Plans, Impact on Security Holders [Text Block]

Potential Additional Financings

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares as well as any exercise of the private placement warrants to be purchased by our sponsor and Cantor, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination.
SPAC, Trust or Escrow Account, Material Terms [Text Block]

Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $257,000,000 in gross proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, or $294,500,000 if the underwriters’ over-allotment option is exercised in full, $250,000,000 ($10.00 per unit), or $287,500,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit), will be placed in a U.S. based trust account with Continental Stock Transfer & Trust Company acting as trustee, after deducting $5,000,000 in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. We expect that the interest earned on the trust account will be sufficient to pay income taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for the withdrawal of interest to pay our taxes (other than excise taxes) and up to $100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Percent 90.00%
SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Amount $ 257,000,000
SPAC, Securities Offered, Redemption Rights [Text Block]

Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (net of amounts withdrawn to pay for our taxes (any withdrawals to pay for our taxes (which shall exclude any 1% U.S. federal excise tax on stock repurchases under the Inflation Reduction Act of 2022 that is imposed on us, if any)), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination. The non-managing sponsor investors are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase in this offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The non-managing sponsor investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in this offering as the rights afforded to our other public shareholders. However, regardless of whether the non-managing sponsor investors purchase in the offering or otherwise hold any units, the non-managing sponsor investors will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares as further discussed in this prospectus.

Our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules), as described above under the heading “Shareholders May Not Have the Ability to Approve Our Initial Business Combination.” Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above are contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, so long as we offer redemption in connection with such amendment.

If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles of association:

        conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

        file proxy materials with the SEC.

In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

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

HCM Investor Holdings IV, LLC

 

$35,000 per month

 

Office space, administrative and shared personnel support services

   

8,625,000 Class B Ordinary Shares(1)

 

$25,000

   

3,833,333 Private Placement Warrants to be purchased simultaneously with the closing of this offering(2)

 

$5,750,000

   

Up to $300,000

 

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

   

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 $1.50 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

HCM Investor Holdings IV, LLC, our officers, directors or our or their affiliates

 

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

 

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

(1)      Of the Class B Ordinary Shares, the non-managing sponsor investors own, indirectly through the purchase of non-managing sponsor investor interests, an aggregate of 2,100,000 Class B Ordinary Shares, which were purchased for $0.003 per share.

(2)      The non-managing sponsor investors have expressed an interest to purchase, indirectly through the purchase of non-managing sponsor investor interests, an aggregate of 3,500,000 private placement warrants ($5,250,000 in the aggregate) at a price of $1.50 per warrant (whether or not the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering.

SPAC, Compensation and Securities Issuance, Material Dilution, Likelihood [Text Block]

The difference between the public offering price per unit and the NTBV per Class A ordinary share after this offering constitutes the dilution to investors in this offering. NTBV per share is determined by dividing our NTBV, which is our total tangible assets less total liabilities (including the value of Class A ordinary shares that may be redeemed for cash), by the number of outstanding Class A ordinary shares.

De-SPAC, Material Potential Source of Future Dilution, Description [Text Block]

The below calculations (A) assume that (i) no ordinary shares are issued to shareholders of a potential business combination target as consideration or issuable by a post-business combination company, for instance under an equity or employee share purchase plan, (ii) no ordinary shares and convertible equity or debt securities are issued in connection with additional financing that we may seek in connection with an initial business combination, (iii) no working capital loans are converted into private placement warrants, as further described in this prospectus and (iv) no value is attributed to the warrants (however, we may need to issue ordinary shares or convertible equity or debt securities in the circumstances described above, as we intend to target an initial business combination with a target company whose enterprise value is greater than the net proceeds of the offering and the sale of private placement warrants) and (B) assume the issuance of 25,000,000 Class A ordinary shares (or 28,750,000 Class A ordinary shares if the over-allotment option is exercised in full) and 8,625,000 founder shares (up to 1,125,000 of which are assumed to be forfeited in the scenario in which the over-allotment option is not exercised in full). Such calculations do not reflect any dilution associated with the exercise of warrants as the warrants are accounted for as equity and are only exercisable following the consummation of our initial business combination.

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

 

 

(0.01

)

 

 

(0.01

)

 

 

(0.01

)

 

 

(0.01

)

 

 

(0.01

)

 

 

(0.01

)

 

 

(0.01

)

 

 

(0.01

)

 

 

(0.01

)

 

 

(0.01

)

Increase attributable to public shareholders

 

 

7.39

 

 

 

7.37

 

 

 

6.76

 

 

 

6.74

 

 

 

5.75

 

 

 

5.72

 

 

 

3.71

 

 

 

3.77

 

 

 

(1.36

)

 

 

(1.43

)

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

 

 

7.38

 

 

 

7.36

 

 

 

6.75

 

 

 

6.73

 

 

 

5.74

 

 

 

5.71

 

 

 

3.80

 

 

 

3.76

 

 

 

(1.37

)

 

 

(1.44

)

Dilution to public shareholders

 

 

2.62

 

 

 

2.64

 

 

 

3.25

 

 

 

3.27

 

 

 

4.26

 

 

 

4.29

 

 

 

6.20

 

 

 

6.24

 

 

 

11.37

 

 

 

11.44

 

Percentage of dilution to public shareholders

 

 

26.20

%

 

 

26.40

%

 

 

32.50

%

 

 

32.70

%

 

 

42.60

%

 

 

42.90

%

 

 

62.00

%

 

 

62.40

%

 

 

113.70

%

 

 

114.40

%

 

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

Numerator:

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Net tangible book deficit before this offering

 

(46,831

)

 

(46,831

)

 

(46,831

)

 

(46,831

)

 

(46,831

)

 

(46,831

)

 

(46,831

)

 

(46,831

)

 

(46,831

)

 

(46,831

)

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

 

251,250,000

 

 

288,750,000

 

 

251,250,000

 

 

288,750,000

 

 

251,250,000

 

 

288,750,000

 

 

251,250,000

 

 

288,750,000

 

 

251,250,000

 

 

288,750,000

 

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

 

50,456

 

 

50,456

 

 

50,456

 

 

50,456

 

 

50,456

 

 

50,456

 

 

50,456

 

 

50,456

 

 

50,456

 

 

50,456

 

Less: Deferred underwriting commissions

 

(11,250,000

)

 

(13,687,500

)

 

(11,250,000

)

 

(13,687,500

)

 

(11,250,000

)

 

(13,687,500

)

 

(11,250,000

)

 

(13,687,500

)

 

(11,250,000

)

 

(13,687,500

)

Less: Over-allotment liability

 

(279,700

)

 

 

 

(279,700

)

 

 

 

(279,700

)

 

 

 

(279,700

)

 

 

 

(279,700

)

 

 

Less: Amounts paid for redemptions(2)

 

 

 

 

 

(62,500,000

)

 

(71,875,000

)

 

(125,000,000

)

 

(143,750,000

)

 

(187,500,000

)

 

(215,625,000

)

 

(250,000,000

)

 

(287,500,000

)

   

239,723,925

 

 

275,066,125

 

 

177,223,925

 

 

203,191,125

 

 

114,723,925

 

 

131,316,125

 

 

52,223,925

 

 

59,441,125

 

 

(10,276,075

)

 

(12,433,875

)

Denominator:

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Ordinary shares outstanding prior to this offering

 

8,625,000

 

 

8,625,000

 

 

8,625,000

 

 

8,625,000

 

 

8,625,000

 

 

8,625,000

 

 

8,625,000

 

 

8,625,000

 

 

8,625,000

 

 

8,625,000

 

Ordinary shares forfeited if over-allotment is not exercised

 

(1,125,000

)

 

 

 

(1,125,000

)

 

 

 

(1,125,000

)

 

 

 

(1,125,000

)

 

 

 

(1,125,000

)

 

 

Ordinary shares offered and sale of private placement shares

 

25,000,000

 

 

28,750,000

 

 

25,000,000

 

 

28,750,000

 

 

25,000,000

 

 

28,750,000

 

 

25,000,000

 

 

28,750,000

 

 

25,000,000

 

 

28,750,000

 

Less: Ordinary shares redeemed

 

 

 

 

 

(6,250,000

)

 

(7,187,500

)

 

(12,500,000

)

 

(14,375,000

)

 

(18,750,000

)

 

(21,562,500

)

 

(25,000,000

)

 

(28,750,000

)

   

32,500,000

 

 

37,375,000

 

 

26,250,000

 

 

30,187,500

 

 

20,000,000

 

 

23,000,000

 

 

13,750,000

 

 

15,812,500

 

 

7,500,000

 

 

8,625,000

 

(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 $5,000,000 in the aggregate, payable to Cantor upon the closing of this offering. See “Use of Proceeds.”

(2)      Upon the consummation of our initial business combination, the deferred underwriting commissions would be paid as follows: $0.45 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 $11,250,000 in the aggregate or up to $13,687,500 in the aggregate if the underwriters’ over-allotment option is exercised in full, payable to Cantor 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 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.”