Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $1,109,702, driven by dividends and interest earned of $1,813,045 [130]. - For the nine months ended September 30, 2025, the company achieved a net income of $4,245,933, with total dividends and interest earned amounting to $5,336,705 [131]. - Cash used in operating activities for the nine months ended September 30, 2025, was $537,585, influenced by net income of $4,245,933 [137]. Business Combination and Financing - The pre-money equity value of Everli in the Business Combination is $180 million, subject to increase for certain financings prior to Closing [126]. - The Company has until June 20, 2026, to complete its initial Business Combination, or it will face automatic winding up and liquidation [146]. - The Company may need additional financing to complete its Business Combination or to redeem a significant number of public shares [145]. - The Sponsor or certain officers may loan funds up to $1,500,000, which can be converted into warrants at $1.00 per warrant [144]. - The company may seek to extend the Completion Window for its Business Combination, which requires public shareholder approval [116]. Initial Public Offering (IPO) - The company completed the Initial Public Offering of 16,000,000 Units at $10.00 per Unit, generating gross proceeds of $160,000,000 [135]. - The company incurred $10,184,856 in Initial Public Offering related costs, including $3,000,000 in cash underwriting fees [136]. - The underwriters received an underwriting discount of $0.20 per unit, totaling $3,000,000, upon the IPO closing [150]. - The deferred fee for underwriters amounts to $6,600,000, payable from the Trust Account after shareholder redemptions [150]. Balance Sheet and Cash Position - As of September 30, 2025, Everli had an outstanding balance of $3,627,400 on the unaudited condensed consolidated balance sheet [122]. - The company borrowed $3,178,079 under the Sponsor Loan, with an outstanding balance of $3,561,989 reported [125]. - Cash held outside the Trust Account was $286,258 as of September 30, 2025, down from $878,254 at December 31, 2024 [142]. - As of September 30, 2025, the Trust Account primarily held U.S. Treasury Bills, while at December 31, 2024, it was mainly in money market funds invested in U.S. Treasury securities [140]. - The Company has no long-term debt or off-balance sheet arrangements as of September 30, 2025 [147]. Management and Accounting - Management has not identified any critical accounting estimates significantly impacting the financial statements [152]. - The Company has incurred significant costs in pursuit of acquisition plans, raising doubts about its ability to continue as a going concern [146].

Financial Performance - The Company had a net income of $1,556,238 for the three months ended June 30, 2025, primarily from dividends and interest earned on marketable securities and cash held in the Trust Account[129]. - For the six months ended June 30, 2025, the Company reported a net income of $3,136,231, driven by dividends and interest of $3,523,660 from marketable securities and cash held in the Trust Account[130]. - Cash used in operating activities for the six months ended June 30, 2025, was $322,449, with net income impacted by interest earned on marketable securities[136]. Initial Public Offering - The Company raised gross proceeds of $160,000,000 from the Initial Public Offering of 16,000,000 Units at $10.00 per Unit, including a partial over-allotment option[134]. - Underwriters partially exercised their over-allotment option to purchase an additional 1,000,000 Units during the Initial Public Offering[147]. - The underwriting discount amounted to $3,000,000, with a deferred fee of $6,600,000 payable from the Trust Account after shareholder redemptions[148]. - The Company incurred $10,184,856 in Initial Public Offering related costs, including $3,000,000 in cash underwriting fees and $6,600,000 in deferred underwriting fees[135]. Business Combination - The pre-money equity value of Everli in the upcoming Business Combination is estimated at $180 million, subject to adjustments for certain financings prior to Closing[127]. - The Company has until June 20, 2026, to complete the initial Business Combination, failing which it will trigger an automatic winding up and liquidation[144]. - The Company may need to raise additional funds to complete the Business Combination or to cover redemptions of public shares, which could involve issuing additional securities or incurring debt[143]. Financial Position - As of June 30, 2025, the Company had cash of $555,805, down from $878,254 as of December 31, 2024[141]. - As of June 30, 2025, the company has no off-balance sheet arrangements, obligations, assets, or liabilities[145]. - The company has no long-term debt or capital lease obligations, with a monthly payment of $10,000 for office space and administrative support services[146]. Accounting and Reporting - The company has not identified any critical accounting estimates that significantly impact its unaudited condensed financial statements[151]. - The FASB issued ASU 2024-03, effective for fiscal years beginning after December 15, 2026, requiring additional disclosures about specific expense categories[152]. - Management believes that no recently issued accounting pronouncements will materially affect the financial statements[153]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[154]. Loans and Interest - The Company loaned Everli $227,079 and recognized $2,540 in accrued interest for the three months ended June 30, 2025[125].

Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $1,579,993, primarily from dividends and interest earned on marketable securities and cash held in the Trust Account, totaling $1,736,734[120]. - Cash used in operating activities for the three months ended March 31, 2025, was $185,142, with net income affected by dividend and interest income[124]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination[119]. Initial Public Offering - The company completed its Initial Public Offering on June 20, 2024, raising gross proceeds of $160,000,000 from the sale of 16,000,000 Units at $10.00 per Unit, including a partial over-allotment option[122]. - The company incurred $10,184,856 in Initial Public Offering related costs, which included $3,000,000 in cash underwriting fees and $6,600,000 in deferred underwriting fees[123]. Assets and Liabilities - As of March 31, 2025, the company had cash of $693,112 and held substantially all assets in U.S. Treasury Bills within the Trust Account[128][126]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025, and has a monthly obligation of $10,000 for office space and administrative support[132][133]. Business Combination - The company has until June 20, 2026, to complete its initial Business Combination, failing which it will trigger an automatic winding up and liquidation[131]. - The company may seek to extend the Completion Window by amending its memorandum and articles of association, which would require public shareholder approval[118]. - The SEC's 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its initial Business Combination, potentially increasing costs and time[117].

IPO and Financial Proceeds - The company completed its Initial Public Offering on June 20, 2024, raising gross proceeds of $160 million from the sale of 16 million Units at $10.00 per Unit[20]. - A total of $160 million, including $157 million from the IPO and $3 million from a Private Placement, was placed in the Trust Account[22]. - The company has $164,407,016 available for a Business Combination as of December 31, 2024, before accounting for $6,600,000 in deferred underwriting fees and taxes[66]. - The company has $878,254 in proceeds held outside the Trust Account as of December 31, 2024, to fund costs associated with the dissolution plan[117]. - The company generated net income of $4,209,339 for the period from March 11, 2024, to December 31, 2024, primarily from dividend and interest income on marketable securities and cash held in the Trust Account[178]. - The Initial Public Offering (IPO) raised gross proceeds of $160,000,000 from the sale of 16,000,000 units at $10.00 per unit, including a partial over-allotment option[180]. - As of December 31, 2024, the Trust Account held marketable securities and cash totaling $164,407,016, primarily consisting of money market funds[183]. - The company incurred $10,184,856 in IPO-related costs, including $3,000,000 in cash underwriting fees and $6,600,000 in deferred underwriting fees[181]. Business Combination Strategy - The company must complete its initial Business Combination by June 20, 2026, or it will terminate and distribute the Trust Account amounts[23]. - The company aims to complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[50]. - The company intends to focus on sectors such as MSME finance, specialty finance, renewable energy financing, and digital payments for potential Business Combinations[28]. - The company intends to focus on targets in retail finance, specialty finance, or financial technology sectors, referred to as "emerging finance"[69]. - The company may structure its initial Business Combination to acquire less than 100% of the target business, provided it acquires at least 50% of the voting securities[53]. - The company has not yet selected a Business Combination target and has not initiated substantive discussions with any potential targets[69]. - The company may seek to raise additional funds through a private offering of debt or equity securities to complete its initial Business Combination, targeting businesses with enterprise values greater than the net proceeds from the Initial Public Offering[70]. - The company may pursue an initial Business Combination with an affiliated company, provided an independent valuation opinion is obtained to ensure fairness[74]. - The company may continue to seek a Business Combination with a different target if the initial proposed Business Combination is not completed[113]. Market Opportunities - The digital lending market was valued at $453.32 billion in 2024 and is expected to reach $795.34 billion by 2029, indicating significant growth potential[25]. - The global fintech market is projected to grow to approximately $882 billion with a CAGR of about 17% from 2022 to 2030[25]. - The specialty finance market is estimated to be about four times the size of the U.S. and European leveraged finance markets, presenting substantial investment opportunities[30]. - The transaction value of the digital payments market is expected to reach $10.64 trillion in 2024 and $14.78 trillion by 2027, with a CAGR of 11.58%[32]. - The unmet demand for credit from micro- and small enterprises in emerging markets was estimated at $5 trillion in 2020, highlighting a significant investment opportunity[26]. Management and Governance - The Management Team has over 100 years of combined financial experience, enhancing the company's ability to identify and execute successful Business Combinations[35]. - The company’s management team has extensive experience in sourcing, structuring, and acquiring businesses across various industries[50]. - The board includes experienced directors with backgrounds in finance, investment, and corporate governance, enhancing the company's strategic direction[209-216]. - Edward Lifshitz, the Chief Financial Officer, is the father of Eric Lifshitz, the Chief Operating Officer, indicating a family relationship within the executive team[217]. Shareholder and Redemption Rights - Shareholder approval may be sought for the initial Business Combination if required by law or stock exchange listing requirements, but the company may also conduct redemptions without a shareholder vote[81]. - The company will provide Public Shareholders the opportunity to redeem their shares at a per-share price equal to the amount in the Trust Account, including interest, prior to the completion of the initial Business Combination[91]. - Public Shareholders will have the opportunity to redeem their Public Shares either through a general meeting or a tender offer[96]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[107]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for the pro rata share of the Trust Account[112]. - The estimated per-share redemption amount upon dissolution is approximately $10.28, before taxes payable, as of December 31, 2024[118]. Risks and Challenges - The company may face conflicts of interest due to its management team’s obligations to other entities when pursuing Business Combination opportunities[55]. - The time and costs associated with selecting and evaluating a target business are currently uncertain, and any costs incurred may reduce available funds for future Business Combinations[76]. - The company is facing competition from other SPACs, private equity groups, and public companies in identifying target businesses for the initial Business Combination[126]. - The company is subject to various risks, including the potential inability to select a suitable business target and complete the Initial Business Combination within the Combination Period[139]. - The company may face increased costs and risks if it attempts to complete multiple Business Combinations simultaneously[140]. - The company may be impacted by international economic and political uncertainties, which could affect its ability to identify potential targets for acquisition[151]. Compliance and Reporting - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[128]. - Financial statements of prospective target businesses will need to comply with GAAP or IFRS, which may limit potential acquisition candidates[131]. - The company will evaluate its internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act[132]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to or after the initial Business Combination[133]. - The company is classified as an "emerging growth company" and will remain so until certain revenue or market value thresholds are met[63]. - The company is classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain thresholds are met[137]. - The company does not expect its disclosure controls to prevent all errors and instances of fraud, providing only reasonable assurance[202]. - There were no changes in internal control over financial reporting reported[204].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $2,375,937, primarily from interest income of $2,363,818 on cash and marketable securities held in the Trust Account[97]. - From inception on March 11, 2024, through September 30, 2024, the company achieved a net income of $2,463,105, with total interest income of $2,531,350[98]. - Cash used in operating activities from inception through September 30, 2024, amounted to $489,390, with net income impacted by interest earned on marketable securities[102]. Initial Public Offering - The company completed its Initial Public Offering on June 20, 2024, raising gross proceeds of $160,000,000 from the sale of 16,000,000 units at $10.00 per unit[100]. - The company incurred $10,184,856 in Initial Public Offering related costs, including $3,000,000 in cash underwriting fees and $6,600,000 in deferred underwriting fees[101]. Assets and Securities - As of September 30, 2024, the company held marketable securities in the Trust Account valued at $162,531,350, consisting of U.S. Treasury Bills with a maturity of 185 days or less[103]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital[103]. Financing and Business Combination - The company may require additional financing to complete its Business Combination or to address significant public share redemptions[106]. - The SEC's new 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its initial Business Combination[95]. Internal Controls and Compliance - The company conducted an evaluation of its disclosure controls and procedures as of September 30, 2024, concluding they were effective at a reasonable assurance level[119]. - There were no changes to the internal control over financial reporting during the quarterly period ended September 30, 2024, that materially affected the internal control[120]. Legal Matters - There is no material litigation currently pending or contemplated against the company or its officers and directors[122]. Debt and Financial Arrangements - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024, and has not entered into any special purpose entities[107].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $106,303, consisting of interest income of $167,532 and an unrealized gain of $27,365, offset by operating costs of $88,594[99]. - Cash used in operating activities from inception through June 30, 2024, was $386,362, with net income of $87,168 impacted by interest earned on marketable securities[103]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on June 20, 2024, raising gross proceeds of $160,000,000 from the sale of 16,000,000 units at $10.00 per unit[101]. - The company incurred $10,184,856 in costs related to the Initial Public Offering, including $3,000,000 in cash underwriting fees and $6,600,000 in deferred underwriting fees[102]. - The underwriters partially exercised their over-allotment option, purchasing an additional 1,000,000 units, with the remaining option expiring worthless on August 4, 2024[110]. Assets and Securities - As of June 30, 2024, the company had marketable securities in the Trust Account totaling $160,167,532, primarily consisting of U.S. Treasury Bills[104]. - The company had cash of $1,037,126 as of June 30, 2024, intended for identifying and evaluating target businesses and conducting due diligence[105]. Business Strategy and Future Plans - The company plans to use substantially all funds in the Trust Account to complete its Business Combination, with any remaining proceeds allocated for working capital[104]. - The company does not anticipate needing to raise additional funds for operating expenditures but may require financing for the Business Combination if costs exceed estimates[107]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2024, and has a monthly obligation of $10,000 for office space and administrative support[108][109].