Financial Performance - The company reported a net loss of $134,902 for the nine months ended September 30, 2025, compared to a net loss of $16,341 for the same period in 2024, indicating an increase in losses of approximately 726.5%[14]. - For the three months ended September 30, 2025, the Company reported a net loss of $25,103, while for the nine months ended September 30, 2025, the net loss was $134,902[102]. - The company’s accumulated deficit increased to $197,593,000 as of September 30, 2025, compared to $62,691,000 as of December 31, 2024, reflecting a significant increase in losses[11]. - The net cash used in operating activities for the nine months ended September 30, 2025, was $104,349,000, compared to $40,091,000 for the same period in 2024[21]. - The Company lacks sufficient financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern[110]. Assets and Cash Position - As of September 30, 2025, total assets amounted to $174,160,000, a decrease from $213,223,000 as of December 31, 2024, representing a decline of approximately 18.3%[11]. - Cash at the end of the period was $49,796,000, down from $129,309,000 at the beginning of the period, reflecting a decrease of about 61.5%[21]. - As of September 30, 2025, the Company had $49,796 in cash and a working capital deficit of $296,957[37]. IPO and Fundraising - The company completed its IPO on October 8, 2025, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units at $10.00 per unit[25]. - The Company completed its IPO on October 8, 2025, selling 11,500,000 units at $10.00 per unit, generating gross proceeds of $115,000,000[103]. - The private placement of 360,000 units generated total proceeds of $3,600,000, with 245,000 units going to the Sponsor and 115,000 units to the underwriter[88]. - The funds from the IPO and Private Placement are intended to be used primarily for completing the business combination and financing operations of the target business[106]. Transaction Costs - Transaction costs related to the IPO totaled $7,370,254, which included a cash underwriting fee of $2,300,000 and a deferred underwriting fee of $4,600,000[27]. - Total transaction costs amounted to $7,370,254, including $2,300,000 in cash underwriting commissions paid at the IPO closing[131]. - The underwriters received a cash underwriting discount of 2% of the gross proceeds, amounting to $2.3 million, with a deferred fee of up to $4.6 million contingent on completing a Business Combination[74]. Business Operations and Future Plans - The company has not commenced any operations as of September 30, 2025, and will not generate operating revenues until after completing a business combination[24]. - The Company must complete a business combination with a fair market value equal to at least 80% of the net assets held in the Trust Account[28]. - The Company has until April 8, 2027, to complete its initial Business Combination, or it will trigger an automatic winding up and liquidation[38]. - The Company has not generated any revenues to date and does not expect to do so until after completing a business combination[100]. - The Company expects to generate non-operating income from interest on marketable securities held in the Trust Account[101]. Shareholder Information - The Company has issued 3,833,333 Class B ordinary shares, with an additional paid-in capital of $25,000[17]. - As of September 30, 2025, the Company had 3,833,333 Class B ordinary shares issued and outstanding, with no shares subject to forfeiture due to the full exercise of the underwriter's over-allotment option[66][77]. - The Company is authorized to issue a total of 200,000,000 Class A ordinary shares, with none issued or outstanding as of September 30, 2025[76]. Loans and Financial Instruments - The Company has received loans from the Sponsor totaling $300,000 as of September 30, 2025, to cover transaction costs related to the IPO[37]. - The Promissory Note from the Sponsor amounted to $300,000 as of September 30, 2025, with an extension of the due date to September 17, 2026[68]. - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[51]. Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[43]. - The Company has no income tax provision as it is not subject to income taxes in the British Virgin Islands or the United States[59]. - The Company recognized no unrecognized tax benefits or accrued interest and penalties as of September 30, 2025[58]. - The registration rights agreement allows holders to demand registration of their securities up to three times, with certain conditions[113]. Risks and Uncertainties - The Company is subject to risks and uncertainties that could adversely affect its ability to complete a business combination, including geopolitical tensions and economic volatility[94]. - The Company has not incurred any long-term debt or capital lease obligations[112]. - The Company has no off-balance sheet arrangements as of September 30, 2025[111].

Core Insights - The U.S. IPO market remains active despite government shutdown, with 6 traditional IPOs and 2 SPACs launched this week, alongside 13 companies filing for initial public offerings [1][12]. Group 1: IPO Activity - Alliance Laundry Holdings (ALH) raised $826 million, pricing at the upper limit of its range, achieving a market cap of $4.5 billion, and saw a 14% stock price increase [1]. - Phoenix Education Partners (PXED) raised $136 million, pricing at the midpoint of its range, with a market cap of $1.3 billion and a 13% stock price increase [1]. - Ping An Good Doctor (POM) raised $20 million, pricing at the lower limit of its range, with a market cap of $474 million and a 9% stock price increase [2]. - One and One Green Tech (YDDL) raised $10 million, pricing at the midpoint of its range, achieving a market cap of $27 million and a significant 31% stock price increase [2]. - Leifras (LFS) raised $5 million, pricing at the lower limit of its range, with a market cap of $10.5 million, but experienced a 5% stock price decline [2]. - Turn Therapeutics (TTRX) debuted via direct listing at $10, but saw a 26% decline in stock price [3]. Group 2: SPAC Activity - Two SPACs completed their listings: GigCapital8 (GIWWU) raised $220 million and Lake Superior Acquisition (LKSPU) raised $100 million, focusing on energy, social media, and consumer goods [4]. - Five SPACs filed for IPOs, including Xsolla SPAC 1 (XSOLU.RC) and Alussa Energy Acquisition II (ALUBU), both aiming to raise $250 million [8][10]. Group 3: Upcoming IPOs and Market Trends - 13 companies filed for IPOs, including BillionToOne (BLLN), Evommune (EVMN), and Central Bancompany (CBC), each planning to raise $100 million [6]. - The SEC issued new guidelines allowing companies to announce pricing ranges and set final pricing above the range, which may encourage more companies to proceed with listings amid the government shutdown [12].