COMMITMENTS AND CONTINGENCIES	9 Months Ended
Sep. 30, 2025
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and the Overfunding Loans (and the Class A ordinary shares issuable upon exercise or conversion thereof) are entitled to registration rights pursuant to a registration rights agreement entered into on July 13, 2023. These holders are entitled to make up to three demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have “piggyback” registration rights with respect to certain underwritten offerings the Company may conduct. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the prospectus for the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any. On July 18, 2023, the underwriters partially exercised its over-allotment option and purchased an additional 500,000 Units. The underwriters had 45 days from the date of the prospectus for the Initial Public Offering to purchase the remaining 4,000,000 Units. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6,100,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $10,675,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering (the “Underwriting Agreement”). On February 10, 2025, the Company received a waiver letter from Wells Fargo Securities, LLC (“Wells Fargo”) for its portion of the deferred underwriting fee, accrued in connection with the Initial Public Offering. This waiver will result in a decrease of the deferred underwriting fee payable balance by $2,668,750. The deferred underwriting discounts and commissions were to become payable to Wells Fargo from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the Underwriting Agreement. Accordingly, the Company does not owe Wells Fargo deferred underwriting discounts and commissions in connection with the proposed Business Combination, as the Company did not engage Wells Fargo to perform, nor did Wells Fargo perform, any work on the proposed Business Combination. The Company expects to use the funds previously reserved for these deferred underwriting discounts and commissions to pay additional transaction expenses. On July 14, 2025, the Company received a waiver letter from Citigroup Global Markets Inc. (“Citi”) for its portion of the deferred underwriting fees accrued in connection with the Initial Public Offering. This waiver will result in there no longer being a deferred underwriting fee payable balance. The deferred underwriting discounts and commissions were to become payable to Citi from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the Underwriting Agreement. Accordingly, the Company does not owe Citi deferred underwriting discounts and commissions in connection with the proposed Business Combination, as the Company did not engage Citi to perform, nor did Citi perform, any work on the proposed Business Combination. The Company expects to use the funds previously reserved for these deferred underwriting discounts and commissions to pay additional transaction expense. Deferred Legal Fees As of September 30, 2025 and December 31, 2024, the Company had a total of $7,380,806 and $3,759,253 of deferred legal fees, respectively, of which $250,000 is related to the Initial Public Offering to be paid to the Company’s legal advisors upon consummation of the Business Combination. As the settlement or liquidation of amounts of deferred legal fees are not reasonably expected to require the use of current assets or require the creation of current liabilities, the amount is classified as a non-current liability in the accompanying consolidated balance sheets as of September 30, 2025 and December 31, 2024. Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the invasion of Ukraine by Russia and conflicts in the Middle East and around the Red Sea. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and conflicts in the Middle East and around the Red Sea and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Middle East and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Furthermore, there is currently significant uncertainty regarding the future relationship between the United States and various other countries arising from changes that may be implemented by the new presidential administration, including with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations. Any actions taken by the United States’ federal government that restrict or could impact the economics of trade—including additional tariffs, trade barriers, and other similar measures—could have the potential to disrupt existing supply chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation, setting foreign exchange or capital controls, or establishing embargos, sanctions, or other import/export restrictions, thereby negatively impacting our business, both directly and indirectly. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, conflicts in the Middle East and around the Red Sea and subsequent sanctions or related actions, including the imposition of tariffs, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination. Termination of the Business Combination Agreement and Plan of Reorganization On February 11, 2025, the Company, Merger Sub, and e2, entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”). On October 14, 2025, the parties terminated the Business Combination Agreement and all ancillary agreements entered into in connection therewith were deemed terminated by mutual agreement as further discussed in Note 10.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2025

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration and Shareholder Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and the Overfunding Loans (and the Class A ordinary shares issuable upon exercise or conversion thereof) are entitled to registration rights pursuant to a registration rights agreement entered into on July 13, 2023. These holders are entitled to make up to three demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have “piggyback” registration rights with respect to certain underwritten offerings the Company may conduct. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the prospectus for the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any. On July 18, 2023, the underwriters partially exercised its over-allotment option and purchased an additional 500,000 Units. The underwriters had 45 days from the date of the prospectus for the Initial Public Offering to purchase the remaining 4,000,000 Units. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6,100,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $10,675,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering (the “Underwriting Agreement”).

On February 10, 2025, the Company received a waiver letter from Wells Fargo Securities, LLC (“Wells Fargo”) for its portion of the deferred underwriting fee, accrued in connection with the Initial Public Offering. This waiver will result in a decrease of the deferred underwriting fee payable balance by $2,668,750. The deferred underwriting discounts and commissions were to become payable to Wells Fargo from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the Underwriting Agreement. Accordingly, the Company does not owe Wells Fargo deferred underwriting discounts and commissions in connection with the proposed Business Combination, as the Company did not engage Wells Fargo to perform, nor did Wells Fargo perform, any work on the proposed Business Combination. The Company expects to use the funds previously reserved for these deferred underwriting discounts and commissions to pay additional transaction expenses.

On July 14, 2025, the Company received a waiver letter from Citigroup Global Markets Inc. (“Citi”) for its portion of the deferred underwriting fees accrued in connection with the Initial Public Offering. This waiver will result in there no longer being a deferred underwriting fee payable balance. The deferred underwriting discounts and commissions were to become payable to Citi from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the Underwriting Agreement. Accordingly, the Company does not owe Citi deferred underwriting discounts and commissions in connection with the proposed Business Combination, as the Company did not engage Citi to perform, nor did Citi perform, any work on the proposed Business Combination. The Company expects to use the funds previously reserved for these deferred underwriting discounts and commissions to pay additional transaction expense.

Deferred Legal Fees

As of September 30, 2025 and December 31, 2024, the Company had a total of $7,380,806 and $3,759,253 of deferred legal fees, respectively, of which $250,000 is related to the Initial Public Offering to be paid to the Company’s legal advisors upon consummation of the Business Combination. As the settlement or liquidation of amounts of deferred legal fees are not reasonably expected to require the use of current assets or require the creation of current liabilities, the amount is classified as a non-current liability in the accompanying consolidated balance sheets as of September 30, 2025 and December 31, 2024.

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the invasion of Ukraine by Russia and conflicts in the Middle East and around the Red Sea. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and conflicts in the Middle East and around the Red Sea and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Middle East and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Furthermore, there is currently significant uncertainty regarding the future relationship between the United States and various other countries arising from changes that may be implemented by the new presidential administration, including with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations. Any actions taken by the United States’ federal government that restrict or could impact the economics of trade—including additional tariffs, trade barriers, and other similar measures—could have the potential to disrupt existing supply chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation, setting foreign exchange or capital controls, or establishing embargos, sanctions, or other import/export restrictions, thereby negatively impacting our business, both directly and indirectly. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, conflicts in the Middle East and around the Red Sea and subsequent sanctions or related actions, including the imposition of tariffs, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

Termination of the Business Combination Agreement and Plan of Reorganization

On February 11, 2025, the Company, Merger Sub, and e2, entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”).

On October 14, 2025, the parties terminated the Business Combination Agreement and all ancillary agreements entered into in connection therewith were deemed terminated by mutual agreement as further discussed in Note 10.