Initial Public Offering - The company generated gross proceeds of $150,000,000 from its Initial Public Offering of 15,000,000 Units at $10.00 per Unit[137]. - The company incurred $7,440,804 in transaction costs related to the Initial Public Offering, including $2,660,000 in cash underwriting fees and $4,302,000 in deferred underwriting fees[139]. Financial Position - As of March 31, 2025, the company had cash held in the Trust Account amounting to $156,875,931, which includes $3,875,931 of interest income[141]. - For the three months ended March 31, 2025, the company reported a net income of $10,378, primarily from interest earned on cash held in the Trust Account[135]. - The company has no long-term debt obligations or off-balance sheet financing arrangements as of March 31, 2025[146]. - The company incurred $60,000 in administrative service fees for the three months ended March 31, 2025, all of which was unpaid at that time[148]. Business Combination - The company plans to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital[141]. - The Business Combination Agreement with TGE was entered into on January 27, 2025, with the company merging into TGE as a wholly-owned subsidiary[124]. - The equity value of TGE is estimated at $488,000,000, which will be divided by the total number of ordinary shares outstanding to determine the Per Share TGE Equity Value[127]. - The company has engaged Clear Street LLC and Cohen & Company Capital Markets as financial advisors for the Business Combination, with a fee of $1,500,000 payable upon completion[151]. Share Structure - The Company has two classes of shares: Class A Ordinary Shares and Class B Ordinary Shares, with net income per Ordinary Share calculated based on the weighted average shares outstanding[157]. - The diluted net income calculation excluded the effect of 5,100,000 Public Warrants and 11,120,000 Private Placement Warrants, totaling 16,220,000 shares, due to their contingent exercise[160]. Accounting and Reporting - In November 2023, the FASB issued ASU 2023-07, requiring enhanced segment reporting disclosures effective for fiscal years beginning after December 15, 2023[161]. - The Company does not anticipate that recently issued accounting standards will materially affect its unaudited condensed financial statements[162]. - The Company evaluates its financial instruments to determine if they are derivatives, with changes in fair value reported in the statement of operations[155]. Valuation of Warrants - The fair value of Public Warrants was determined using a Monte Carlo Simulation Model, with an underlying share price of $10.00 and an exercise price of $11.50[156]. - The risk-free rate used in the valuation of Public Warrants is 3.7%, with a volatility of 3.3% and a De-SPAC probability of 20.0%[156]. Registration Rights - The Company is entitled to registration rights for Founder Shares and Private Placement Warrants, allowing up to three demands for registration[153]. - The registration rights agreement stipulates that no registration will occur until securities are released from lock-up restrictions[153]. - The Company bears the expenses related to the filing of registration statements[153].

Financial Condition and Capital Requirements - As of December 31, 2024, approximately $2,117,016 is available outside the trust account to fund working capital requirements[171] - The company estimates that the available funds will be sufficient to operate for at least the next 24 months[171] - Offering expenses are estimated at $650,000, with potential adjustments based on actual expenses incurred[172] - If additional capital is required, the company may need to borrow funds or liquidate, with public shareholders potentially receiving less than $10.00 per share upon redemption[172] - The company may face write-downs or restructuring charges post-business combination, negatively impacting financial condition and share price[173] - The trust account funds may be subject to claims from third parties, potentially reducing the per-share redemption amount below $10.00[175] - The company may not have sufficient funds to satisfy indemnification claims of its directors and officers, which could discourage lawsuits against them[181] - If bankruptcy occurs after distributing trust account proceeds, shareholders may face recovery claims, reducing their received amounts[182] - The proceeds in the trust account could be subject to bankruptcy law, potentially prioritizing creditor claims over shareholder claims[186] Investment Company Regulations - The company may be required to register as an investment company under the Investment Company Act, which could impose burdensome compliance requirements and restrict its activities[187] - The company intends to avoid being deemed an investment company by ensuring that investment securities do not constitute more than 40% of its assets[188] - The trust account funds will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting specific conditions[189] - The company may liquidate securities in the trust account to mitigate the risk of being deemed an unregistered investment company, which could reduce the amount available for public shareholders upon redemption[194] Business Combination Risks - The SEC's new SPAC Rules may increase the costs and time needed to negotiate and complete an initial business combination[202] - Adverse developments in the financial services industry could impair the value of the assets in the trust account, affecting the company's financial condition and results[196] - The company may face legal claims from shareholders if distributions are made while unable to pay debts, exposing directors to potential liability[204] - The company is not required to hold an annual general meeting until after the initial business combination, delaying shareholder opportunities to appoint directors[207] - Public warrants may expire worthless if the underlying Class A ordinary shares are not registered or exempt from registration[208] - The company will file a registration statement with the SEC covering the issuance of Class A ordinary shares upon exercise of the warrants within 30 business days after the initial business combination[209] - If the Class A ordinary shares are not registered, holders may only exercise public warrants on a cashless basis, resulting in fewer shares received compared to cash exercise[211] - The company may redeem public warrants even if it cannot register or qualify the underlying Class A ordinary shares for sale under applicable state securities laws[210] Shareholder and Equity Considerations - The company has authorized the issuance of up to 150,000,000 Class A ordinary shares, with 136,531,490 available for issuance as of February 28, 2025[222] - The issuance of additional shares may significantly dilute the equity interest of investors and could adversely affect market prices for the company's units and shares[224] - The company may seek business combination opportunities outside of its management's areas of expertise, which could lead to inadequate risk assessment[217] - The company is not required to obtain an independent valuation for the price paid in business combinations, relying instead on its board's judgment[220] - The existence of registration rights for initial shareholders may complicate the completion of the initial business combination and affect the market price of Class A ordinary shares[212] - The company may issue Class A ordinary shares upon conversion of Class B ordinary shares at a ratio greater than one-to-one, potentially diluting existing shareholders[223] - The company may face challenges in completing its initial business combination if the target does not meet its established criteria and guidelines[218] - The initial shareholders will receive additional Class A ordinary shares, equating to approximately 20% of the total Class A ordinary shares issued and outstanding upon completion of the initial public offering[225] - If the initial business combination is not completed, public shareholders may only receive their pro rata portion of the funds in the trust account, and warrants will expire worthless[226] Tax and Regulatory Risks - The company may be classified as a Passive Foreign Investment Company (PFIC), which could lead to adverse U.S. federal income tax consequences for U.S. investors[227] - The tax structuring considerations related to the initial business combination are complex and may result in significant tax obligations for shareholders[230] - The company may face heightened risks related to audits or examinations by taxing authorities due to business operations in multiple jurisdictions[231] - Investors may experience adverse tax consequences when acquiring, owning, and disposing of Class A ordinary shares and/or warrants[232] Management and Operational Risks - The loss of key personnel could negatively impact the operations and profitability of the post-combination business[237] - The management of a prospective target business may lack the necessary skills to manage a public company, potentially affecting post-combination operations[240] - Conflicts of interest may arise as officers and directors allocate their time between the company and other business endeavors, impacting the ability to complete the initial business combination[243] - The company has approximately $148.7 million available from its initial public offering and private placement of warrants to complete its initial business combination[259] - The sponsor paid $25,000 for 4,312,500 founder shares, resulting in a cost of approximately $0.006 per share[255] - The company may incur substantial debt to complete a business combination, which could negatively impact its financial condition and shareholder value[256] - The company may only be able to complete one business combination with the proceeds from its initial public offering, leading to a lack of diversification[259] - The company has not adopted a policy to prohibit conflicts of interest among its directors and officers, which may affect business combination decisions[247] - The personal and financial interests of the company's directors and officers may influence their motivation in selecting a target business[248] - The company may engage in business combinations with affiliated entities, which could raise potential conflicts of interest[252] - The company may face challenges in completing simultaneous business combinations, increasing costs and risks[261] - The company may pursue a business combination with a private company, which may have limited available information and profitability risks[263] Redemption and Shareholder Rights - The company has agreed not to incur debt without a waiver from lenders regarding claims on trust account funds, protecting shareholder redemption amounts[256] - The company may not maintain control of a target business after the initial business combination, potentially affecting operational profitability[264] - The company has no specified maximum redemption threshold, allowing for the completion of a business combination even if a substantial majority of shareholders disagree[265] - The company’s amended memorandum requires a minimum cash amount of $5,000,001 for redemptions, ensuring liquidity for business combinations[265] - Initial shareholders own approximately 20% of the outstanding ordinary shares, potentially exerting significant influence over shareholder votes[277] - The company may need to seek additional financing if the cash portion of the purchase price exceeds available funds, which could impact the completion of the business combination[276] - Amendments to the warrant agreement can be made without shareholder approval, potentially affecting the value of public warrants[280] - The company may amend its governing instruments to facilitate business combinations that shareholders may not support[270] - The company’s initial shareholders may increase their control by purchasing additional shares, impacting governance dynamics[277] - The company’s ability to amend provisions related to pre-business combination activities is easier compared to other special purpose acquisition companies[270] - If the company does not complete the initial business combination, public shareholders may only receive their pro rata share of the trust account funds[276] Warrant and Securities Considerations - The company has issued a total of 5,100,000 public warrants and 11,120,000 private placement warrants at $0.50 each, with the potential for an additional 4,000,000 private placement warrants if working capital loans are converted[287] - The exercise price of the warrants will be adjusted to 115% of the higher of the market value and the newly issued price if certain conditions are met, which may complicate the initial business combination[285] - The company may redeem outstanding public warrants at $0.01 per warrant if the Class A ordinary shares' price exceeds $18.00 for 20 trading days within a 30-day period[286] Compliance and Legal Risks - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from disclosure requirements, which may affect investor attractiveness[292] - The company must provide historical and pro forma financial statements for target businesses, which may limit the pool of potential acquisitions[291] - The company is subject to compliance obligations under the Sarbanes-Oxley Act, which may increase the time and costs associated with completing an initial business combination[296] - The company is incorporated in the Cayman Islands, which may complicate the enforcement of U.S. court judgments against its directors or officers[297] - The company’s units contain one-third of one warrant, potentially making them less attractive compared to units of other special purpose acquisition companies that include a whole warrant[288] - The company may face difficulties in completing an advantageous initial business combination due to the requirement of providing audited financial statements[294] - The company’s ability to effectuate a business combination may be hindered by the need for compliance with internal control requirements under the Sarbanes-Oxley Act[296] - The Cayman Islands courts are unlikely to recognize or enforce U.S. judgments based on federal securities laws, which may complicate shareholder protections[299] - Provisions in the amended memorandum and articles of association may inhibit takeovers, potentially limiting future Class A ordinary shares prices[302] Cybersecurity and Regulatory Environment - Cyber incidents could lead to information theft, operational disruption, and financial loss, posing significant risks to the company's assets and data[303] - The PRC government may impose stricter regulations on foreign investments, which could materially affect business operations and securities value[304] - Inflationary pressures in various economies may lead to government actions that could significantly decrease profitability post-business combination[313] - Ongoing geopolitical conflicts, such as the Russia-Ukraine conflict, may create market volatility and disrupt supply chains, impacting potential business combinations[317] - Military conflicts may increase price volatility for publicly traded securities, complicating the identification and consummation of business combinations[320] - The company may face challenges in completing a business combination with a U.S. target due to foreign investment regulations and potential reviews by U.S. government entities[322] - The company may face limitations on potential business combinations due to foreign ownership restrictions and CFIUS review, which could limit the attractiveness of transactions[324] - If required approvals for initial business combinations are not obtained in time, the company may have to liquidate, potentially resulting in public shareholders receiving only $10.00 per share[325] - The market for directors and officers liability insurance has become more expensive and less favorable, which could complicate negotiations for initial business combinations[326] - Increased costs and decreased availability of liability insurance may hinder the ability to attract and retain qualified officers and directors post-business combination[327] - The company may need to purchase additional run-off insurance to protect directors and officers from potential liabilities arising from pre-combination conduct, adding to expenses[328] - Economic, political, and legal conditions in the country of operations could significantly impact the company's results and prospects post-business combination[331] - Exchange rate fluctuations may adversely affect the financial condition and results of operations if revenues are received in foreign currencies[332] - The company may face challenges in enforcing legal rights if it reincorporates in another jurisdiction, potentially leading to significant business losses[333] - Compliance with evolving laws and regulations may increase administrative expenses and divert management's focus from revenue-generating activities[334] - The company may be subject to liabilities under the Foreign Corrupt Practices Act, which could negatively impact its business and financial condition[336] PRC Regulatory Considerations - PRC regulations may limit the ability of the company to inject capital into its Chinese subsidiaries and restrict profit distribution[347] - Compliance with SAFE Circular 37 is required for PRC residents making offshore investments, and failure to comply may result in fines and restrict cross-border investment activities[348] - The PRC Antitrust Law may limit the company's ability to effect initial business combinations, with potential administrative penalties for non-compliance[351] - The Decision to Amend the Antitrust Law strengthens regulations on internet platforms and escalates penalties for monopolistic conduct[352] - Exchange controls in the PRC may restrict the company's ability to use proceeds from its initial public offering for acquisitions in China[357] - Circular 19 and Circular 16 may significantly limit the transfer and use of IPO proceeds by PRC target companies[359] - Foreign Invested Enterprises (FIEs) must apply for Foreign Exchange Registration Certificates, which need annual renewal, to facilitate currency conversion[359] - Future restrictions on currency exchanges may limit the company's ability to use IPO proceeds for business operations outside of the PRC[360] - The initial business combination may be subject to national security review by the PRC government, potentially causing delays and requiring additional resources[361] - The approval process for mergers and acquisitions could take longer than expected, impacting the ability to complete a business combination within the 18-month period following the initial public offering[362] - Compliance with PRC cybersecurity and data protection laws may result in significant legal liabilities and penalties if not adhered to[363] - Personal information and important data must be stored in China, and certain operators must apply for cybersecurity review when going public abroad[364] - Companies may face heightened regulatory scrutiny regarding cybersecurity, which could delay potential business combinations[365] - There is uncertainty regarding the timely clearance of cybersecurity reviews, which may prevent pursuing certain investment opportunities[366] - Recent regulatory changes may deter internet and technology companies from listing on U.S. exchanges or entering into business combinations[367] - Companies in China face various risks and costs associated with the handling of confidential and private information[368] - Compliance obligations include adherence to the Data Protection Act (As Revised) in the Cayman Islands when initiating business combinations in China[369]

Financial Performance - The company reported a net income of $711,859 for the three months ended September 30, 2024, primarily from interest earned on cash held in the Trust Account[103]. - For the period from May 9, 2024, through September 30, 2024, the company had a net income of $658,680, which was affected by interest earned and changes in over-allotment liability[104]. - Cash used in operating activities for the same period was $259,843, with changes in operating assets and liabilities using $80,073 of cash[109]. Initial Public Offering - Total gross proceeds from the Initial Public Offering amounted to $150,000,000, with an additional $3,000,000 generated from the partial exercise of the over-allotment option[106][107]. - The company incurred transaction costs of $7,395,804 related to the Initial Public Offering, which included $2,660,000 in cash underwriting fees[108]. - The company granted underwriters a 45-day option to purchase up to 2,250,000 additional Units, of which 300,000 Units were purchased[117]. Trust Account and Use of Funds - As of September 30, 2024, the company had cash held in the Trust Account totaling $153,675,282, including $675,282 of interest income[110]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital purposes[110]. Administrative and Operational Matters - The company has incurred $26,000 in administrative support services fees for the three months ended September 30, 2024[116]. - The company evaluated the effectiveness of its disclosure controls and procedures, concluding they were effective as of September 30, 2024[124]. - There were no changes in internal control over financial reporting during the fiscal quarter of 2024 that materially affected the reporting[125]. - No legal proceedings were reported during the quarter[125]. Risk Factors - The company noted that there have been no material changes to the risk factors since its Initial Public Offering[126]. Debt and Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024[114][115].