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S-K 1602, SPAC Registered Offerings
Dec. 19, 2025
spac [Line Items]  
SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag] true
SPAC Offering Forepart, De-SPAC Consummation Timeframe Description [Text Block] If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as further described herein.
SPAC Offering Forepart, De-SPAC Consummation Timeframe 24 months
SPAC Offering Forepart, Security Holder Redemptions Subject to Limitations [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 give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option. 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

$

6.95

 

$

6.32

 

$

3.68

 

$

5.35

 

$

4.65

 

$

3.69

 

$

6.31

 

$

0.24

 

$

9.76

 

Assuming No Exercise of Over-Allotment Option

$

6.95

 

$

6.31

 

$

3.69

 

$

5.34

 

$

4.66

 

$

3.68

 

$

6.32

 

$

0.25

 

$

9.75

SPAC, Trust or Escrow Account, Material Terms [Text Block]

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Percent 80.00%
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 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 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 (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.00 per public share. Our sponsor, officers and directors have entered into a letter agreement with us (and Brookline has entered into a subscription agreement with us), pursuant to which they have agreed to waive their redemption rights with respect to any founder shares or representative shares, as applicable, and placement shares and (except for Brookline) any public shares held by them in connection with the completion of our initial business combination. The non-managing sponsor members 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 members 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.

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 shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to

whether we will seek shareholder approval of a proposed initial 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 the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. If we structure an initial business combination with a target company in a manner that requires shareholder approval, we will not have discretion as to whether to seek a shareholder vote to approve the proposed initial business combination. We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirements or we choose to seek shareholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.

If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association:

        conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

        file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares which are not purchased by our sponsor, which number will be based on any net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

If, however, shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, 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, Actual or Potential Material Conflict of Interest, Prospectus Summary [Text Block]

Conflicts of Interest

Subject to pre-existing fiduciary or contractual duties as described below, our officers and directors have agreed to present any business opportunities presented to them in their capacity as a director or officer of our company to us. Certain of our officers and directors presently have fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. However, because the entities to which our executive officers and directors owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

In addition, members of our management team and our board of directors will directly or indirectly own founder shares and/or private placement units following this offering, as set forth in “Principal Shareholders,” and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Members of our management team may become an officer or director of another special purpose acquisition company with a class of securities registered under the Exchange Act even before we enter into a definitive agreement for an initial business combination.

Potential investors should also be aware of the following other potential conflicts of interest:

        None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

        In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

        Our initial shareholders have agreed to waive their redemption rights with respect to any founder shares or representative shares, as applicable, and placement shares and (except for Brookline) any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to any founder shares or representative shares, as applicable, and placement shares held by them if we fail to consummate our initial business combination within 24 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the placement units held in the trust account will be used to fund the redemption of our public shares, and the placement securities will expire worthless. With certain limited exceptions, our sponsor has agreed not to transfer, assign or sell their founder shares until the earlier of 180 days after the date

of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination, provided such release shall not occur earlier than 90 days after our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. With certain limited exceptions, the placement shares and placement rights and the Class A ordinary shares underlying such rights, and the representative shares held by Brookline, will not be transferable, assignable or saleable by our sponsor or its permitted transferees or Brookline or its employees and permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own ordinary shares and rights following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

        Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

        We may pay Brookline or its affiliates, partners or employees, a fee for financial advisory services rendered in connection with our identification, negotiation and consummation of our initial business combination. The amount of any fee we pay to Brookline or its affiliates, partners or employees, will be based upon the prevailing market for similar services for such transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest.

        Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units.

        Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Upon the closing of this offering, our sponsor will have invested in us an aggregate of $2,386,750, comprised of the $25,000 purchase price for the founder shares (or approximately $0.006 per share) and the $2,361,750 purchase price for the private placement units. Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares.

        Certain members of our management team will receive compensation upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination.

        In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

        Similarly, if we agree to pay our sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination.

The conflicts described above may not be resolved in our favor.

Under Cayman Islands law, directors and officers owe fiduciary duties to the Company, including:

        duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

        duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

        directors should not improperly fetter the exercise of future discretion; and

        duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.

Our sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.006 per share. Accordingly, certain members of our management team, which own interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares. Further, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) none of the sponsor or any individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As such, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:

Individual(1)

 

Entity

 

Entity’s Business

 

Affiliation

Dr. Samuel P. Wertheimer

 

Brookline Capital Markets

 

Investment Bank

 

Founder

Patrick A. Sturgeon

 

Brookline Capital Markets

 

Investment Bank

 

Managing Partner

   

Longevity Health Holdings, Inc.

 

Biotech

 

Director

Dimitre J. Genov

 

Brookline Capital Markets

 

Investment Bank

 

Managing Director

Hayden Edwards

 

Brookline Capital Markets

 

Investment Bank

 

Associate

James L. Kempner

 

LSH Partners

 

Investment Bank

 

President

Thomas Vecchiolla

 

Gencor Industries, Inc.

 

Construction

 

Director

   

QinetiQ US

 

Technology

 

President and Chief Executive

____________

(1)      Each person has a fiduciary duty with respect to the listed entities next to their respective names.

Accordingly, if any of the above executive officers and directors becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors or non-managing sponsor members. However, we do not intend to contact any such prospective target businesses subsequent to the closing of this offering unless we become aware that such targets are interested in a potential initial business combination with us and such transaction would be attractive to our shareholders. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, that such an initial business combination is fair to our company from a financial point of view.

In the event that we submit our initial business combination to our public shareholders for a vote, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares held by them and any public shares purchased during or after the offering (including in open market and privately negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction). Brookline is under no such obligation with respect to any public shares it may purchase.

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

Brookline Capital Holdings II, LLC

 

$15,000 per month

 

Office space, administrative and shared personnel support services

   

4,583,916 Class B Ordinary Shares(1)

 

$25,000

   

236,175 Placement Units to be purchased simultaneously with the closing of this offering

 

$2,361,750

   

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 units at the business combination at a price of $10.00 per unit

 

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

Brookline Capital Holdings II, LLC, our officers, directors or advisors, 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 combination, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account

(1)      On February 10, 2025, our sponsor paid $25,000, or approximately $0.006 per share, to cover certain of our offering and formation costs in exchange for an aggregate of 3,938,294 Class B ordinary shares, par value $0.0001 per share. On November 25, 2025, the Company capitalized $64.42 standing to the credit of the Company’s share premium account and issued an additional 644,221 founder shares. On December 4, 2025, the Company capitalized $0.14 standing to the credit of the Company’s share premium account and issued an additional 1,401 founder shares, resulting in the sponsor holding a total of 4,583,916 founder shares (up to 597,902 of which are subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ option to purchase additional units is exercised).

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

 

 

(0.03

)

 

 

(0.03

)

 

 

(0.03

)

 

 

(0.03

)

 

 

(0.03

)

 

 

(0.03

)

 

 

(0.03

)

 

 

(0.03

)

 

 

(0.03

)

 

 

(0.03

)

Increase attributable to public shareholders

 

 

6.98

 

 

 

6.98

 

 

 

6.34

 

 

 

6.35

 

 

 

5.37

 

 

 

5.38

 

 

 

3.71

 

 

 

3.72

 

 

 

0.28

 

 

 

0.27

 

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

 

 

6.95

 

 

 

6.95

 

 

 

6.31

 

 

 

6.32

 

 

 

5.34

 

 

 

5.35

 

 

 

3.68

 

 

 

3.69

 

 

 

0.25

 

 

 

0.24

 

Dilution to public shareholders

 

$

3.05

 

 

$

3.05

 

 

$

3.69

 

 

$

3.68

 

 

$

4.66

 

 

$

4.65

 

 

$

6.32

 

 

$

6.31

 

 

$

9.75

 

 

$

9.76

 

Percentage of dilution to public shareholders

 

 

30.50

%

 

 

30.50

%

 

 

36.90

%

 

 

36.80

%

 

 

46.60

%

 

 

46.50

%

 

 

63.20

%

 

 

63.10

%

 

 

97.50

%

 

 

97.60

%

 


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

 

$

(115,206

)

 

(115,206

)

 

(115,206

)

 

(115,206

)

 

(115,206

)

 

(115,206

)

 

(115,206

)

 

(115,206

)

 

(115,206

)

 

(115,206

)

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

 

 

101,233,000

 

 

116,233,000

 

 

101,233,000

 

 

116,233,000

 

 

101,233,000

 

 

116,233,000

 

 

101,233,000

 

 

116,233,000

 

 

101,233,000

 

 

116,233,000

 

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

 

 

107,238

 

 

107,238

 

 

107,238

 

 

107,238

 

 

107,238

 

 

107,238

 

 

107,238

 

 

107,238

 

 

107,238

 

 

107,238

 

Less: Deferred underwriting commissions

 

 

(250,000

)

 

(250,000

)

 

(250,000

)

 

(250,000

)

 

(250,000

)

 

(250,000

)

 

(250,000

)

 

(250,000

)

 

(250,000

)

 

(250,000

)

Less: Overallotment liability

 

 

(111,900

)

 

 

 

(111,900

)

 

 

 

(111,900

)

 

 

 

(111,900

)

 

 

 

(111,900

)

 

 

Less: Amounts paid for redemptions(2)

 

 

 

 

 

 

(25,000,000

)

 

(28,750,000

)

 

(50,000,000

)

 

(57,500,000

)

 

(75,000,000

)

 

(86,250,000

)

 

(100,000,000

)

 

(115,000,000

)

   

$

100,863,132

 

 

115,975,032

 

 

75,863,132

 

 

87,225,032

 

 

50,863,132

 

 

58,475,032

 

 

25,863,132

 

 

29,725,032

 

 

1,113,132

 

 

1,225,032

 

   

 

 

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Denominator:

 

 

 

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Ordinary shares outstanding prior to this offering

 

 

4,583,916

 

 

4,583,916

 

 

4,583,916

 

 

4,583,916

 

 

4,583,916

 

 

4,583,916

 

 

4,583,916

 

 

4,583,916

 

 

4,583,916

 

 

4,583,916

 

Ordinary shares forfeited if over-allotment is not exercised

 

 

(597,902

)

 

 

 

(597,902

)

 

 

 

(597,902

)

 

 

 

(597,902

)

 

 

 

(597,902

)

 

 

Ordinary shares offered

 

 

10,000,000

 

 

11,500,000

 

 

10,000,000

 

 

11,500,000

 

 

10,000,000

 

 

11,500,000

 

 

10,000,000

 

 

11,500,000

 

 

10,000,000

 

 

11,500,000

 

Less: Ordinary shares redeemed

 

 

 

 

 

 

(2,500,000

)

 

(2,875,000

)

 

(5,000,000

)

 

(5,750,000

)

 

(7,500,000

)

 

(8,625,000

)

 

(10,000,000

)

 

(11,500,000

)

Representative shares

 

 

300,000

 

 

360,000

 

 

300,000

 

 

360,000

 

 

300,000

 

 

360,000

 

 

300,000

 

 

360,000

 

 

300,000

 

 

360,000

 

Placement shares

 

 

236,175

 

 

236,175

 

 

236,175

 

 

236,175

 

 

236,175

 

 

236,175

 

 

236,175

 

 

236,175

 

 

236,175

 

 

236,175

 

   

 

14,522,189

 

 

16,680,091

 

 

12,022,189

 

 

13,805,091

 

 

9,522,189

 

 

10,930,091

 

 

7,022,189

 

 

8,055,091

 

 

4,522,189

 

 

5,180,091

 

(1)      Expenses applied against gross proceeds include offering expenses of approximately $628,750 and underwriting commissions of $500,000 in the aggregate payable to Brookline. See “Use of Proceeds.”

(2)      Upon the consummation of our initial business combination, the amount payable to the underwriters for deferred underwriting commissions is the lesser of (a) $250,000 and (b) 1% of the amount held in the trust account following a successful consummation of our initial business combination, after taking into account redemptions in connection with the vote on our initial business combination. See also “Underwriting (Conflicts of Interest)” for a description of compensation and other items of value payable to the underwriter.

(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, advisors or their affiliates may purchase shares or public rights 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 — Permitted Purchases of our Securities.”

Over-allotment Option Exercised [Member] | Redemption at 25 Percent of Maximum [Member]  
spac [Line Items]  
SPAC, Compensation and Securities Issuance, Material Dilution, Likelihood [Text Block]

The difference between the public offering price per Class A ordinary share, assuming no value is attributed to the rights included in the units we are offering pursuant to this prospectus or the placement rights, and the pro forma net tangible book value per Class A ordinary share after this offering constitutes the dilution to investors in this offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of Class A ordinary shares which may be redeemed for cash), by the number of issued and outstanding Class A ordinary shares.