Financial Position - Total assets as of September 30, 2025, amounted to $13,448,496, with current assets of $10,665,422[9] - Total liabilities reached $13,514,228, including current liabilities of $11,290,562[10] - The company has a total shareholders' deficit of $65,732, with an accumulated deficit of $88,204[11] - As of September 30, 2025, the company had cash of $10,650,422 and a working capital deficit of $625,140[43] - The company has sufficient funds to finance its working capital needs for one year following the Initial Public Offering[44] - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025[151] Initial Public Offering (IPO) - The company completed its Initial Public Offering on October 2, 2025, raising gross proceeds of $345,000,000 from the sale of 34,500,000 units at $10.00 per unit[23] - Transaction costs related to the Initial Public Offering totaled $23,330,776, which included a cash underwriting fee of $6,900,000[25] - The company raised $345,000,000 from its Initial Public Offering, with net proceeds placed in a Trust Account at $10.00 per Unit[29] - The Initial Public Offering (IPO) generated gross proceeds of $345,000,000 from the sale of 34,500,000 Units at $10.00 per Unit, including 4,500,000 Units from the underwriters' over-allotment option[145][167] - The company incurred total offering costs of $23,330,776, which included a cash underwriting fee of $6,900,000 and a maximum deferred underwriting fee of $13,368,750[146] Business Operations - As of September 30, 2025, the company had not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[22] - The company anticipates that Public Shareholders will redeem their shares for a pro rata portion of the Trust Account, initially expected to be $10.00 per Public Share[30] - If the company fails to complete a Business Combination within 24 months, it will redeem Public Shares at a price equal to the amount in the Trust Account[31] - The company has broad discretion regarding the application of net proceeds from the Initial Public Offering, primarily intended for consummating a Business Combination[27] - The company is classified as an "emerging growth company" and may take advantage of certain exemptions from reporting requirements[46] Shareholder Information - Basic and diluted net loss per Class A ordinary share was $(0.01) for the period ended September 30, 2025[15] - The company has no Public Warrants issued and outstanding as of September 30, 2025[103] - The warrants have an exercise price of $11.50 per share and will expire five years after the completion of a Business Combination[105] - The company has agreed to waive redemption rights for its Founder Securities and Sponsor Securities in connection with the Business Combination[33] - The Sponsor and the Company's directors and executive officers agreed not to transfer any Founder Securities until six months after the initial Business Combination[76] Financial Performance - The net loss for the three months ended September 30, 2025, was $66,787, with a total net loss of $91,732 since inception[15] - The Company incurred formation, general, and administrative costs of $66,787 for the three months ended September 30, 2025[116] - Cash provided by operating activities was $422, with net losses offset by formation and administrative costs of $75,770 funded through loans from the Sponsor[144] Agreements and Contracts - The Company entered into a Forward Purchase Agreement to sell 10,000,000 Class A ordinary shares at $10.00 per share for a total of $100,000,000, which will close concurrently with the initial Business Combination[84] - The Forward Purchase Agreement entered into on August 25, 2025, is classified as permanent equity under FASB ASC 815-40[64] - The fair value of the Forward Purchase Agreement was $1,168,054 as of August 25, 2025, equating to $0.117 per share[87] - The fair value of the Forward Purchase Agreement as of August 25, 2025, was estimated at $1,168,054, with a share forward price of $10.72[126] Regulatory and Compliance - The company’s financial statements are prepared in accordance with U.S. GAAP and include all necessary adjustments for fair presentation[35] - The Company’s tax provision was zero for the period presented, as it is considered an exempted Cayman Islands company[57] - The Company has determined that it has only one reportable segment for financial reporting purposes[112] - The company has no legal proceedings pending as of the reporting date[160] - The report includes various exhibits related to agreements and certifications filed with the SEC[174]
Rice Acquisition(KRSPU) - 2025 Q3 - Quarterly Report