Financial Performance - The net loss for the three months ended March 31, 2025, was $163,101, with a basic and diluted net loss per Class B ordinary share of $0.03[16] - The Company had a net loss of $163,101 for the three months ended March 31, 2025, consisting of general and administrative costs of $18,101 and share-based compensation expense of $145,000[106] - The company recorded a net loss per ordinary share, with diluted loss per ordinary share being the same as basic loss per ordinary share for the period presented[59] Initial Public Offering (IPO) - The company completed its Initial Public Offering on May 16, 2025, raising gross proceeds of $201,250,000 from the sale of 20,125,000 units, including the full exercise of the underwriters' over-allotment option[27] - The Initial Public Offering (IPO) generated gross proceeds of $201,250,000 from the sale of 20,125,000 units at $10.00 per unit, including the underwriter's over-allotment option[127] - The company completed its Initial Public Offering of 20,125,000 Units, including the full exercise of the underwriters' over-allotment option[60] - The company sold 20,125,000 Units at a price of $10.00 per Unit during the Initial Public Offering, including the full exercise of the over-allotment option of 2,625,000 Units[64] Assets and Liabilities - As of March 31, 2025, total assets increased to $1,140,160 from $622,778 as of December 31, 2024, representing an increase of approximately 83%[13] - Total liabilities rose to $1,197,678 from $662,195, marking an increase of about 81%[13] - As of March 31, 2025, the company had no cash and a working capital deficit of $747,600[42] - The company has an unsecured promissory note from the Sponsor of up to $400,000 to satisfy liquidity needs[42] - The company may convert up to $1,500,000 of Working Capital Loans into units of the post-Business Combination entity at a price of $10.00 per unit[43] - The company had no borrowings under Working Capital Loans as of March 31, 2025[43] Trust Account and Business Combination - The trust account holds $201,250,000 from the net proceeds of the Initial Public Offering, which will be invested in cash or U.S. government treasury obligations until a Business Combination is completed[31] - The company intends to apply substantially all net proceeds from the Initial Public Offering towards consummating a Business Combination[30] - The company will provide Public Shareholders the opportunity to redeem their shares for a pro rata portion of the amount held in the Trust Account upon completion of a Business Combination[32] - If a Business Combination is not completed within 21 months from the closing of the Initial Public Offering, the company will redeem the Public Shares at a per-share price equal to the aggregate amount in the Trust Account[37] - A total of $201,250,000 was placed in the Trust Account following the IPO, which will be used to complete the Business Combination[109] - The Company intends to use substantially all funds in the Trust Account for the Business Combination and remaining proceeds for working capital[110] Operating Status - The company has not commenced any operations as of March 31, 2025, and will not generate operating revenues until after completing its initial Business Combination[26] - The Company has not generated any revenues to date and does not expect to do so until after the completion of the Business Combination[105] Costs and Expenses - Transaction costs associated with the Initial Public Offering amounted to $10,727,318, which included $1,500,000 in cash underwriting fees and $7,568,750 in deferred underwriting fees[29] - The Company incurred total offering costs of $10,727,318, which included a cash underwriting fee of $1,500,000 and a deferred underwriting fee of $7,568,750[109] - The Company recognized a share-based compensation expense of $145,000 for the three months ended March 31, 2025, related to the transfer of 125,000 Founder Shares to independent directors[67] - The Company has a total deferred legal fee of $450,078 as of March 31, 2025, related to the Initial Public Offering[81] Governance and Compliance - The company is classified as an "emerging growth company" and may take advantage of certain exemptions from reporting requirements[45] - The Company has no off-balance sheet arrangements as of March 31, 2025[114] - The management has evaluated the effectiveness of disclosure controls and procedures, concluding they were effective as of March 31, 2025[121] - The company does not expect its disclosure controls to prevent all errors or instances of fraud, acknowledging inherent limitations[122] - There have been no material changes to the risk factors disclosed in the final prospectus for the IPO filed with the SEC[126] - There are no material legal proceedings currently pending against the company or its officers[125] Future Considerations - The geopolitical instability from the Russia-Ukraine conflict and the Israel-Hamas conflict may adversely affect the Company's search for an initial Business Combination[84][85] - The company does not believe it will need to raise additional funds to meet operating expenditures prior to the initial Business Combination[44] - The Sponsor may provide loans to fund working capital deficiencies or transaction costs related to the Business Combination[112] - The company has no long-term debt or significant liabilities, only an agreement to pay the Sponsor $30,000 per month for office space and administrative services[115]