0001104659-26-019148 | F-4 | XBRL Viewer | Spring Valley Acquisition Corp III

Concentration of Credit Risk

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on September 5, 2025. The interim results for the three months ended September 30, 2025 and for the period from March 12, 2025 (Inception) through September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

Emerging Growth Company

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Emerging Growth Company

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Use of Estimates

The preparation of the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $0 in cash and $1,185,609 cash equivalents as of September 30, 2025.

Investments Held in Trust Account

Investments Held in Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. In contrast, when the investments held in Trust Account are comprised of money market funds, these are recognized at fair value. Trading securities and investments in money market funds are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of September 30, 2025, the assets held in the Trust Account were in money market funds.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Fair Value of Financial Instruments

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the price that would be received for the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Offering Costs

Offering Costs

The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are directly related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to Public Warrants (as defined below) and Private Placement Warrants were charged to shareholders’ deficit as the Public and Private Placement Warrants (as defined below), after management’s evaluation, were accounted for under equity treatment.

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit. Accordingly, as of September 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of September 30, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:


Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		16,631,158
Class A ordinary shares subject to possible redemption, September 30, 2025	$	230,585,241

Income Taxes

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of May 21, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Income Taxes

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of

September 30, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

Warrant Instruments

Warrant Instruments

The Company will account for the Public and Private Placement Warrants to be issued in connection with the Proposed Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and will classify the warrant instruments under equity treatment at their assigned values. There are no Public or Private Placement Warrants currently outstanding as of May 21, 2025.

Warrant Instruments

The Company accounted for the Public and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. There are 7,666,667 Public Warrants and 7,046,111 Private Placement Warrants currently outstanding as of September 30, 2025.

Net Income per Ordinary Share

Net Loss per Class B Ordinary Shares

Net loss per Class B ordinary shares is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,000,000 Class B ordinary shares that are subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5). At May 21, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per Class B ordinary shares is the same as basic loss per Class B ordinary shares for the period presented.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from net income per Ordinary Share as the redemption value approximates fair value.

The calculation of diluted income per Ordinary Share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement, since the average price of the Ordinary Shares for the nine months ended September 30, 2025 was less than the exercise price and therefore, the inclusion of such Warrants under the Treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events.

The following tables reflect the calculation of basic and diluted net income per Ordinary Share:


					For the Period from
	For the Three Months Ended				March 12, 2025 (Inception) Through
	September 30, 2025				September 30, 2025
	Class A ordinary				Class A ordinary
	shares		Class B ordinary		shares		Class B ordinary
	subject to		shares not		subject to		shares not
	possible		subject to		possible		subject to
	redemption		redemption		redemption		redemption
Basic net income per share:
Numerator:
Allocation of net income	$	209,699	$	230,366	$	125,076	$	298,369
Denominator:
Basic weighted-average shares outstanding		6,318,681		6,941,392		2,846,535		6,790,429
Basic net income per ordinary share	$	0.03	$	0.03	$	0.04	$	0.04


					For the Period from
	For the Three Months Ended				March 12, 2025 (Inception) Through
	September 30, 2025				September 30, 2025
			Non-				Non-
	Redeemable		Redeemable		Class A		Redeemable
	Class A		Class A and B		Redeemable		Class A and B
	Ordinary		Ordinary		Ordinary		Ordinary
	Shares		Shares		Shares		Shares
Diluted net income per share:
Numerator:
Allocation of net income	$	198,825	$	241,240	$	120,974	$	302,471
Denominator:
Diluted weighted-average shares outstanding		6,318,681		7,666,667		2,846,535		7,117,162
Diluted net income per ordinary share	$	0.03	$	0.03	$	0.04	$	0.04

Recent Accounting Standards

Recently Issued Accounting Standards

In November 2023, the FASB issued Accounts Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on March 12, 2025, inception.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Deferred Offering Costs

Deferred Offering Costs

The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are directly related to the Proposed Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Proposed Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Proposed Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares will be charged to temporary equity, and offering costs allocated to Public Warrants (as defined below) and Private Placement Warrants will be charged to shareholders’ equity as the Public and Private Placement Warrants (as defined below), after management’s evaluation, will be accounted for under equity treatment.

STATEMENT OF CASH FLOWS	2 Months Ended
STATEMENT OF CASH FLOWS	May 21, 2025 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (16,620)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of expenses through promissory note-related party	10,420
Changes in operating assets and liabilities:
Accrued expenses	6,200
Net cash used in operating activities	0
Net Change in Cash and Cash Equivalents	0
Cash and Cash Equivalents - Beginning of period	0
Cash and Cash Equivalents - End of period	0
Non-Cash investing and financing activities:
Deferred offering costs included in accrued offering costs	45,282
Sponsor
Non-Cash investing and financing activities:
Prepaid services paid by Sponsor/directors in exchange for issuance of Class B ordinary shares	24,478
Director
Non-Cash investing and financing activities:
Prepaid services paid by Sponsor/directors in exchange for issuance of Class B ordinary shares	$ 522

RELATED PARTY TRANSACTIONS

2 Months Ended

7 Months Ended

May 21, 2025

Sep. 30, 2025

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On March 28, 2025, the Sponsor and independent directors (“Initial Shareholders”) paid $25,000 to cover the Company’s certain of offering and formation costs in exchange for 5,750,000 Class B ordinary shares (the “Founder Shares”) issued to the Initial Shareholders. On August 15, 2025, the Company effected an approximately 1 to 1.33 share split and upon completion of the share split, each of our independent directors transferred 13,333 founder shares to our Sponsor for an amount of $43.48. As a result, the Sponsor currently holds 7,546,667 founder shares, and each of the independent directors currently holds, 40,000 founder shares for an aggregate of 7,666,667 founder shares. All share and per share data has been retrospectively presented.

The Founder Shares include an aggregate of up to 1,000,000 shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will collectively represent 25% of the Company’s issued and outstanding shares upon the completion of the Proposed Public Offering.

The Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Promissory Note — Related Party

On March 28, 2025, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2025 or (i) the consummation of the Proposed Public Offering. As of May 21, 2025, there was $10,420 outstanding under the Promissory Note.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, any of their respective affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $0.09 per warrant. As of May 21, 2025, there are no Working Capital Loans outstanding.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On March 28, 2025, the Sponsor and independent directors (“Initial Shareholders”) paid $25,000 to cover the Company’s offering and formation costs in exchange for 5,750,000 Class B ordinary shares (the “Founder Shares”) issued to the Initial Shareholders. On August 15, 2025, the Company effected an approximately 1 to 1.33 share split and upon completion of the share split, each of the independent directors transferred 13,333 Founder Shares to the Sponsor for an amount of $43.48. As a result, the Sponsor currently holds 7,546,667 Founder Shares, and each of the independent directors currently holds 40,000 Founder Shares for an aggregate of 7,666,667 Founder Shares. All share and per share data has been retrospectively presented.

The Founder Shares include an aggregate of up to 1,000,000 shares that were subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will collectively represent 25% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On September 5, 2025, the underwriters exercised their over-allotment option in full to be settled as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 1,000,000 Founder Shares are no longer subject to forfeiture by the Sponsor.

The Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Promissory Note — Related Party

On March 28, 2025, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2025 or (ii) the consummation of the Initial Public Offering. As of September 30, 2025, the borrowings of $151,636 under the Promissory Note have been paid simultaneously with the closing of the Initial Public Offering. Borrowings under the Promissory Note are no longer available.

Administrative Services Agreement

Commencing on September 3, 2025, the effective date of the registration statements for the Initial Public Offering, the Company entered into an agreement with the Sponsor to pay an aggregate of $30,000 per month for office space and administrative support. The Company incurred $30,000 in such fees included as general and administrative expenses on the accompanying statements of operations for the three months ended September 30, 2025 and for the period from March 12, 2025 (inception) through September 30, 2025.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, any of their respective affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $0.09 per warrant. As of September 30, 2025, there are no Working Capital Loans outstanding.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 Months Ended

7 Months Ended

May 21, 2025

Sep. 30, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Deferred Offering Costs

The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are directly related to the Proposed Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Proposed Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Proposed Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares will be charged to temporary equity, and offering costs allocated to Public Warrants (as defined below) and Private Placement Warrants will be charged to shareholders’ equity as the Public and Private Placement Warrants (as defined below), after management’s evaluation, will be accounted for under equity treatment.

Income Taxes

Net Loss per Class B Ordinary Shares

Fair Value of Financial Instruments

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Proposed Public Offering.

Warrant Instruments

Recently Issued Accounting Standards

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Cash and Cash Equivalents

Investments Held in Trust Account

Fair Value of Financial Instruments

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Offering Costs

Class A Ordinary Shares Subject to Possible Redemption


Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		16,631,158
Class A ordinary shares subject to possible redemption, September 30, 2025	$	230,585,241

Income Taxes

Warrant Instruments

Net Income per Ordinary Share

The following tables reflect the calculation of basic and diluted net income per Ordinary Share:


					For the Period from
	For the Three Months Ended				March 12, 2025 (Inception) Through
	September 30, 2025				September 30, 2025
	Class A ordinary				Class A ordinary
	shares		Class B ordinary		shares		Class B ordinary
	subject to		shares not		subject to		shares not
	possible		subject to		possible		subject to
	redemption		redemption		redemption		redemption
Basic net income per share:
Numerator:
Allocation of net income	$	209,699	$	230,366	$	125,076	$	298,369
Denominator:
Basic weighted-average shares outstanding		6,318,681		6,941,392		2,846,535		6,790,429
Basic net income per ordinary share	$	0.03	$	0.03	$	0.04	$	0.04


					For the Period from
	For the Three Months Ended				March 12, 2025 (Inception) Through
	September 30, 2025				September 30, 2025
			Non-				Non-
	Redeemable		Redeemable		Class A		Redeemable
	Class A		Class A and B		Redeemable		Class A and B
	Ordinary		Ordinary		Ordinary		Ordinary
	Shares		Shares		Shares		Shares
Diluted net income per share:
Numerator:
Allocation of net income	$	198,825	$	241,240	$	120,974	$	302,471
Denominator:
Diluted weighted-average shares outstanding		6,318,681		7,666,667		2,846,535		7,117,162
Diluted net income per ordinary share	$	0.03	$	0.03	$	0.04	$	0.04

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	7 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2025	Sep. 30, 2025
General and administrative expenses	$ 145,176	$ 161,796
Loss from operations	(145,176)	(161,796)
Other income:
Interest earned on investments held in Trust Account	585,241	585,241
Net income	$ 440,065	$ 423,445
Class A ordinary shares subject to possible redemption
Other income:
Basic weighted average shares outstanding	6,318,681	2,846,535
Diluted weighted average shares outstanding	6,318,681	2,846,535
Basic net income	$ 0.03	$ 0.04
Diluted net income	$ 0.03	$ 0.04
Class B ordinary shares
Other income:
Basic weighted average shares outstanding	6,941,392	6,790,429
Diluted weighted average shares outstanding	7,666,667	7,117,162
Basic net income	$ 0.03	$ 0.04
Diluted net income	$ 0.03	$ 0.04

CONDENSED BALANCE SHEET (Parentheticals)	Sep. 30, 2025 $ / shares shares
Preferred shares, par value (in dollars per share) \| $ / shares	$ 0.0001
Preferred shares, shares authorized	1,000,000
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0
Class A ordinary shares
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001
Common shares, authorized	200,000,000
Common shares, issued	0
Common shares, outstanding	0
Class A ordinary shares subject to possible redemption
Common shares redemption, par value (in dollars per share) \| $ / shares	$ 0.0001
Common shares redemption, issued	23,000,000
Common shares redemptions, outstanding	23,000,000
Common shares redemptions, per share \| $ / shares	$ 10.03
Class A ordinary shares not subject to possible redemption
Common shares, issued	0
Common shares, outstanding	0
Class B ordinary shares
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001
Common shares, authorized	20,000,000
Common shares, issued	7,666,667
Common shares, outstanding	7,666,667

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)

Ordinary shares

Class A ordinary shares

Ordinary shares

Class B ordinary shares

Additional paid-in capital

Private Placement Warrants

Additional paid-in capital

Public Warrants

Additional paid-in capital

Accumulated deficit

Class A ordinary shares

Class B ordinary shares

Private Placement Warrants

Public Warrants

Total

$ 0

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

Issuance of ordinary shares

$ 767

24,233

25,000

Issuance of ordinary shares (shares)

7,666,667

Ending balance at Mar. 31, 2025

$ 767

24,233

25,000

Ending balance (shares) at Mar. 31, 2025

7,666,667

$ 0

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

Issuance of ordinary shares

^[1],[2]

$ 767

24,233

25,000

Issuance of ordinary shares (shares)

^[1],[2]

7,666,667

Ending balance at May. 21, 2025

(16,620)

$ 767

24,233

(16,620)

8,380

Ending balance (shares) at May. 21, 2025

7,666,667

$ 0

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

423,445

$ 767

(8,115,999)

(8,115,232)

Beginning balance at Mar. 31, 2025

7,666,667

$ 767

24,233

25,000

Beginning balance (shares) at Mar. 31, 2025

7,666,667

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

Ending balance at Jun. 30, 2025

(16,620)

$ 767

24,233

(16,620)

8,380

Ending balance (shares) at Jun. 30, 2025

7,666,667

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

Accretion for Class A ordinary shares to redemption amount

(8,091,714)

(8,539,444)

(16,631,158)

Warrant issued

$ 6,341,500

$ 1,855,333

$ 6,341,500

$ 1,855,333

Allocated value of transaction costs to Class A shares

$ (129,352)

(129,352)

440,065

$ 767

$ (8,115,999)

$ (8,115,232)

7,666,667

[1]

Includes an aggregate of up to 1,000,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised (Note 5).

[2]

On August 15, 2025, the Company effected an approximately 1 to 1.33 share split and upon completion of the share split, each of our independent directors transferred 13,333 founder shares to our Sponsor for an amount of $43.48. As a result, the Sponsor currently holds 7,546,667 founder shares (up to 1,000,000 of which are subject to forfeiture), and each of the independent directors currently holds, 40,000 founder shares for an aggregate of 7,666,667 founder shares. All share and per share data has been retrospectively presented.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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Change in the value of each type or class of stock classified as temporary equity during the period. The redemption requirement does not constitute an unconditional obligation that will be settled in a variable number of shares constituting a monetary value predominantly indexed to (a) a fixed monetary amount known at inception, (b) an amount inversely correlated with the residual value of the entity, or (c) an amount determined by reference to something other than the fair value of issuer's stock. Does not include mandatorily redeemable stock. The exception is if redemption is required upon liquidation or termination of the reporting entity.

SHAREHOLDERS' EQUITY - Warrants (Details) - $ / shares	2 Months Ended	7 Months Ended
SHAREHOLDERS' EQUITY - Warrants (Details) - $ / shares	May 21, 2025	Sep. 30, 2025
SHAREHOLDERS' EQUITY (DEFICIT)
Threshold period for filing registration statement after business combination	15 days	15 days
Threshold business days for making the registration statement effective	60 days	60 days
Public Warrants
SHAREHOLDERS' EQUITY (DEFICIT)
Restricted period on warrant exercise, business combination	30 days	30 days
Restricted period on warrant exercise, closing of initial public offering	12 months	12 months
Warrant term	7 years	7 years
Redemption price per warrant (in dollars per share)	$ 0.01	$ 0.01
Minimum threshold prior written notice period for redemption of warrants	30 days	30 days
Stock price trigger for redemption of warrants	$ 18	$ 18
Threshold trading days for redemption of warrants	20 days	20 days
Threshold consecutive trading days for redemption of warrants	30 days	30 days
Trading day prior to the date on which the notice of exercise is received	10 days	10 days
Exercise price	$ 11.5	$ 11.5
Newly Issued Price	$ 9.2	$ 9.2
Percentage of gross proceeds	60.00%	60.00%
Threshold trading days for volume weighted average price per share	20 days	20 days
Market Price	$ 9.2	$ 9.2
Adjusted exercise price per warrant	115.00%	115.00%
Adjusted Redemption price trigger	180.00%	180.00%
Private Placement Warrants
SHAREHOLDERS' EQUITY (DEFICIT)
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days	30 days

SEGMENT INFORMATION

2 Months Ended

7 Months Ended

May 21, 2025

Sep. 30, 2025

SEGMENT INFORMATION

SEGMENT INFORMATION

NOTE 8 — SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income (loss) that also is reported on the statement of operations as net income (loss). The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in the net loss and total assets, which include the following:


	For the Period From
	March 12, 2025
	(Inception) Through
	May 21, 2025
Formation, general and administrative costs	$	16,620

Formation, general and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete the Initial Public Offering and eventually a business combination. The CODM also reviews formation, general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

NOTE 9. SEGMENT INFORMATION

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following.


		September 30, 2025
Investments held in Trust Account		$	230,585,241
Cash and cash equivalents		$	1,185,609


			For the Period
			from March 12,
	For the		2025 (inception)
	Three Months Ended		through
	September 30,		September 30,
	2025		2025
General and administrative expenses	$	145,176	$	161,796
Interest earned on investments held in Trust Account	$	585,241	$	585,241

The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income are reported on the statements of operations and described within their respective disclosures.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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BALANCE SHEET (Parentheticals)		2 Months Ended	7 Months Ended
BALANCE SHEET (Parentheticals)	Aug. 15, 2025 $ / shares shares	May 21, 2025 $ / shares shares	Sep. 30, 2025 $ / shares shares	Sep. 05, 2025 shares
Preferred shares, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Preferred shares, shares authorized		1,000,000	1,000,000
Preferred shares, shares issued		0	0
Preferred shares, shares outstanding		0	0
Class A ordinary shares
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Common shares, authorized		200,000,000	200,000,000
Common shares, issued		0	0
Common shares, outstanding		0	0
Class B ordinary shares
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Common shares, authorized		20,000,000	20,000,000
Common shares, issued		7,666,667	7,666,667
Common shares, outstanding		7,666,667	7,666,667
Share split ratio		1	1
Class B ordinary shares \| Founder shares
Common shares, outstanding	7,666,667
Number of shares no longer subject to forfeiture				1,000,000
Share split ratio	1.33
Shares held by each independent director	40,000
Class B ordinary shares \| Founder shares \| Subsequent event
Common shares, outstanding	7,666,667
Share split ratio	1.33
Number of shares transferred	13,333
Transfer price per share (in dollars per share) \| $ / shares	$ 43.48
Shares held by each independent director	40,000
Class B ordinary shares \| Founder shares \| Sponsor
Common shares, outstanding	7,546,667
Number of shares subject to forfeiture			1,000,000
Number of shares no longer subject to forfeiture				1,000,000
Class B ordinary shares \| Founder shares \| Sponsor \| Subsequent event
Common shares, outstanding	7,546,667
Maximum \| Class B ordinary shares
Number of shares subject to forfeiture		1,000,000
Maximum \| Class B ordinary shares \| Founder shares \| Sponsor
Number of shares subject to forfeiture		1,000,000
Maximum \| Class B ordinary shares \| Founder shares \| Sponsor \| Subsequent event
Number of shares subject to forfeiture	1,000,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

2 Months Ended

7 Months Ended

May 21, 2025

Sep. 30, 2025

Net Loss per Class B Ordinary Shares

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Deferred Offering Costs

Deferred Offering Costs

The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are directly related to the Proposed Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Proposed Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Proposed Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares will be charged to temporary equity, and offering costs allocated to Public Warrants (as defined below) and Private Placement Warrants will be charged to shareholders’ equity as the Public and Private Placement Warrants (as defined below), after management’s evaluation, will be accounted for under equity treatment.

Income Taxes

Income Taxes

Net Loss per Class B Ordinary Shares

Net Income per Ordinary Share

The following tables reflect the calculation of basic and diluted net income per Ordinary Share:


					For the Period from
	For the Three Months Ended				March 12, 2025 (Inception) Through
	September 30, 2025				September 30, 2025
	Class A ordinary				Class A ordinary
	shares		Class B ordinary		shares		Class B ordinary
	subject to		shares not		subject to		shares not
	possible		subject to		possible		subject to
	redemption		redemption		redemption		redemption
Basic net income per share:
Numerator:
Allocation of net income	$	209,699	$	230,366	$	125,076	$	298,369
Denominator:
Basic weighted-average shares outstanding		6,318,681		6,941,392		2,846,535		6,790,429
Basic net income per ordinary share	$	0.03	$	0.03	$	0.04	$	0.04


					For the Period from
	For the Three Months Ended				March 12, 2025 (Inception) Through
	September 30, 2025				September 30, 2025
			Non-				Non-
	Redeemable		Redeemable		Class A		Redeemable
	Class A		Class A and B		Redeemable		Class A and B
	Ordinary		Ordinary		Ordinary		Ordinary
	Shares		Shares		Shares		Shares
Diluted net income per share:
Numerator:
Allocation of net income	$	198,825	$	241,240	$	120,974	$	302,471
Denominator:
Diluted weighted-average shares outstanding		6,318,681		7,666,667		2,846,535		7,117,162
Diluted net income per ordinary share	$	0.03	$	0.03	$	0.04	$	0.04

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Derivative Financial Instruments

Derivative Financial Instruments

Warrant Instruments

Warrant Instruments

Recently Issued Accounting Standards

Recently Issued Accounting Standards

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Concentration of Credit Risk

Concentration of Credit Risk

Cash and Cash Equivalents

Cash and Cash Equivalents

Investments Held in Trust Account

Investments Held in Trust Account

Fair Value Measurements

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Offering Costs

Offering Costs

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption


Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		16,631,158
Class A ordinary shares subject to possible redemption, September 30, 2025	$	230,585,241

SHAREHOLDERS' EQUITY

2 Months Ended

7 Months Ended

May 21, 2025

Sep. 30, 2025

SHAREHOLDERS' EQUITY (DEFICIT)

SHAREHOLDERS' EQUITY

NOTE 7 — SHAREHOLDERS’ EQUITY

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At May 21, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At May 21, 2025, there were no Class A ordinary shares issued or outstanding.

Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Proposed Public Offering. The Public Warrants will expire seven years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Public Warrants — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●in whole and not in part;

●at a price of $0.01 per Public Warrant;

●upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period or the Company has elected to require the exercise of the public warrants on a cashless basis. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the public warrants. If its management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value” in such case.

The Company has established the $18.00 per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the public warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price as well as the $11.50 Public Warrant exercise price after the redemption notice is issued.

In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its Initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by its board of directors and, in the case of any such issuance to either of the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its Initial Business Combination on the date of the completion of its Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the public warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable.

NOTE 7. SHAREHOLDERS’ EQUITY (DEFICIT)

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2025, there were no Class A ordinary shares issued or outstanding, excluding the 23,000,000 shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At September 30, 2025, there were 7,666,667 Class B ordinary shares issued and outstanding (see Note 5), of which an aggregate of up to 1,000,000 shares are subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised so that the number of Founder Shares will equal 25% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On September 5, 2025, the underwriters exercised their over-allotment option in full to be settled as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 1,000,000 Founder Shares are no longer subject to forfeiture by the Sponsor.

Warrants — As of September 30, 2025, there were 14,712,778 Warrants outstanding, including 7,666,667 of Public Warrants and 7,046,111 of Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire seven years from the completion of a Business Combination or earlier upon redemption or liquidation.

Redemption of Public Warrants — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●in whole and not in part;

●at a price of $0.01 per Public Warrant;

●upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the warrants for redemption as described in this paragraph, its management will have the option to require any holder that wishes to exercise his, her or its warrant following the notice of redemption to do so on a cashless basis. In the case of such a cashless exercise, each holder would pay the exercise price by surrendering the Public Warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the public warrants. If its management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value” in such case. The Company has established the $18.00 per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the public warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price as well as the $11.50 Public Warrant exercise price after the redemption notice is issued.

The Private Placement Warrants were identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable.

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)			2 Months Ended	3 Months Ended	7 Months Ended
	Sep. 05, 2025	Mar. 28, 2025	May 21, 2025	Sep. 30, 2025	Sep. 30, 2025	Dec. 31, 2024
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Transaction costs	$ 14,319,936
Cash underwriting fee	4,600,000
Deferred underwriting fee	9,200,000			$ 9,200,000	$ 9,200,000
Other offering costs					$ 519,936
Percent of fair market value of target businesses			80.00%		80.00%
Percentage of ownership interest to be acquired			50.00%		50.00%
Trust Account	$ 230,000,000
Number of business days prior to business combination			2 days		2 days
Share price			$ 10	$ 10	$ 10
Permitted Withdrawals percentage			5.00%		5.00%
Percentage of restriction on redemption of shares			15.00%	15.00%	15.00%
Redemption percentage of shares if business combination not completed			100.00%		100.00%
Maximum period to complete the business combination			24 months		24 months
Maximum number of business days for completion of redemption			10 days		10 days
Dissolution expense payable from interest earned on trust account			$ 100,000	$ 100,000	$ 100,000
Cash				0	0
Cash and cash equivalents			0	1,185,609	1,185,609
Working capital deficit			$ (36,902)	$ 1,084,768	$ 1,084,768
Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Share price			$ 10	$ 10	$ 10
Sponsor \| Unsecured promissory note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Aggregate principal amount		$ 250,000		$ 151,636	$ 151,636
Related Party Loans
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Exercise price			$ 0.09	$ 0.09	$ 0.09
Loans outstanding			$ 0	$ 0	$ 0	$ 0
Related Party Loans \| Maximum
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Loan amount converted into warrants			$ 1,500,000		$ 1,500,000
Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued	7,046,111			7,046,111
Price per warrant issued	$ 0.9
Gross proceeds from warrants issuance	$ 6,341,500
Private Placement Warrants \| Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued	4,490,555
Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants in a unit			0.33	0.33	0.33
Exercise price			$ 11.5	$ 11.5	$ 11.5
Class A ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares in a unit			1	1	1
Number of shares called by each warrant			1
Class A ordinary shares \| Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares called by each warrant			1	1	1
Exercise price			$ 11.5	$ 11.5	$ 11.5
Class A ordinary shares \| Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares called by each warrant				1	1
Exercise price			$ 11.5	$ 11.5	$ 11.5
Class B ordinary shares \| Founder shares \| Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Consideration received from sponsor		$ 25,000			$ 25,000
IPO including over-allotment
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued	23,000,000
Price per unit issued	$ 10
Gross proceeds from initial public offering	$ 230,000,000
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maximum period to liquidate for trust accounts funds					24 months
Underwriters over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued	3,000,000
Underwriters over-allotment option \| Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued	2,555,556

SEGMENT INFORMATION

2 Months Ended

7 Months Ended

May 21, 2025

Sep. 30, 2025

SEGMENT INFORMATION

SEGMENT INFORMATION

NOTE 8 — SEGMENT INFORMATION


	For the Period From
	March 12, 2025
	(Inception) Through
	May 21, 2025
Formation, general and administrative costs	$	16,620

NOTE 9. SEGMENT INFORMATION


		September 30, 2025
Investments held in Trust Account		$	230,585,241
Cash and cash equivalents		$	1,185,609


			For the Period
			from March 12,
	For the		2025 (inception)
	Three Months Ended		through
	September 30,		September 30,
	2025		2025
General and administrative expenses	$	145,176	$	161,796
Interest earned on investments held in Trust Account	$	585,241	$	585,241

All other segment items included in net income are reported on the statements of operations and described within their respective disclosures.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

2 Months Ended

7 Months Ended

May 21, 2025

Sep. 30, 2025

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

Promissory Note — Related Party

Related Party Loans

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

The Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Promissory Note — Related Party

On March 28, 2025, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2025 or (ii) the consummation of the Initial Public Offering. As of September 30, 2025, the borrowings of $151,636 under the Promissory Note have been paid simultaneously with the closing of the Initial Public Offering. Borrowings under the Promissory Note are no longer available.

Administrative Services Agreement

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, any of their respective affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $0.09 per warrant. As of September 30, 2025, there are no Working Capital Loans outstanding.

RELATED PARTY TRANSACTIONS - Founder Shares (Details)			2 Months Ended	7 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Aug. 15, 2025 $ / shares shares	Mar. 28, 2025 USD ($) D $ / shares shares	May 21, 2025 shares	Sep. 30, 2025 USD ($) shares	Sep. 05, 2025 shares
Class B ordinary shares
RELATED PARTY TRANSACTIONS
Share split ratio			1	1
Common shares, outstanding			7,666,667	7,666,667
Class A ordinary shares
RELATED PARTY TRANSACTIONS
Common shares, outstanding			0	0
Founder shares
RELATED PARTY TRANSACTIONS
Restrictions on transfer period of time after business combination completion		1 year
Founder shares \| Class B ordinary shares
RELATED PARTY TRANSACTIONS
Share split ratio	1.33
Number of shares transferred	13,333
Transfer price per share \| $ / shares	$ 43.48
Common shares, outstanding	7,666,667
Shares held by each independent director	40,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by stockholders	25.00%
Number of shares no longer subject to forfeiture					1,000,000
Founder shares \| Class B ordinary shares \| Maximum
RELATED PARTY TRANSACTIONS
Number of shares subject to forfeiture	1,000,000
Founder shares \| Class B ordinary shares \| Subsequent event
RELATED PARTY TRANSACTIONS
Share split ratio	1.33
Number of shares transferred	13,333
Transfer price per share \| $ / shares	$ 43.48
Common shares, outstanding	7,666,667
Shares held by each independent director	40,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by stockholders	25.00%
Founder shares \| Class B ordinary shares \| Subsequent event \| Maximum
RELATED PARTY TRANSACTIONS
Number of shares subject to forfeiture	1,000,000
Founder shares \| Class A ordinary shares
RELATED PARTY TRANSACTIONS
Stock price trigger (in dollars per share) \| $ / shares		$ 12
Threshold number of trading days \| D		20
Threshold number of consecutive trading days \| D		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences \| D		150
Founder shares \| Sponsor \| Class B ordinary shares
RELATED PARTY TRANSACTIONS
Consideration received from sponsor \| $		$ 25,000		$ 25,000
Issuance of ordinary shares (shares)		5,750,000
Common shares, outstanding	7,546,667
Number of shares no longer subject to forfeiture					1,000,000
Founder shares \| Sponsor \| Class B ordinary shares \| Subsequent event
RELATED PARTY TRANSACTIONS
Common shares, outstanding	7,546,667

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

7 Months Ended

Sep. 30, 2025

Schedule of reconciliation of Class A ordinary shares subject to possible redemption

As of September 30, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:


Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		16,631,158
Class A ordinary shares subject to possible redemption, September 30, 2025	$	230,585,241

Schedule of calculation of basic and diluted net income per ordinary share


					For the Period from
	For the Three Months Ended				March 12, 2025 (Inception) Through
	September 30, 2025				September 30, 2025
	Class A ordinary				Class A ordinary
	shares		Class B ordinary		shares		Class B ordinary
	subject to		shares not		subject to		shares not
	possible		subject to		possible		subject to
	redemption		redemption		redemption		redemption
Basic net income per share:
Numerator:
Allocation of net income	$	209,699	$	230,366	$	125,076	$	298,369
Denominator:
Basic weighted-average shares outstanding		6,318,681		6,941,392		2,846,535		6,790,429
Basic net income per ordinary share	$	0.03	$	0.03	$	0.04	$	0.04


					For the Period from
	For the Three Months Ended				March 12, 2025 (Inception) Through
	September 30, 2025				September 30, 2025
			Non-				Non-
	Redeemable		Redeemable		Class A		Redeemable
	Class A		Class A and B		Redeemable		Class A and B
	Ordinary		Ordinary		Ordinary		Ordinary
	Shares		Shares		Shares		Shares
Diluted net income per share:
Numerator:
Allocation of net income	$	198,825	$	241,240	$	120,974	$	302,471
Denominator:
Diluted weighted-average shares outstanding		6,318,681		7,666,667		2,846,535		7,117,162
Diluted net income per ordinary share	$	0.03	$	0.03	$	0.04	$	0.04

Tabular disclosure of temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.

Basic weighted-average shares outstanding

SHAREHOLDERS' EQUITY (DEFICIT) - Warrants (Details) - $ / shares	2 Months Ended	7 Months Ended
	May 21, 2025	Sep. 30, 2025
SHAREHOLDERS' EQUITY (DEFICIT)
Number of warrants outstanding		14,712,778
Threshold period for filing registration statement after business combination	15 days	15 days
Threshold business days for making the registration statement effective	60 days	60 days
Public Warrants
SHAREHOLDERS' EQUITY (DEFICIT)
Number of warrants outstanding	0	7,666,667
Restricted period on warrant exercise, business combination	30 days	30 days
Restricted period on warrant exercise, closing of initial public offering	12 months	12 months
Warrant term	7 years	7 years
Redemption price per warrant (in dollars per share)	$ 0.01	$ 0.01
Minimum threshold prior written notice period for redemption of warrants	30 days	30 days
Stock price trigger for redemption of warrants	$ 18	$ 18
Threshold trading days for redemption of warrants	20 days	20 days
Threshold consecutive trading days for redemption of warrants	30 days	30 days
Trading day prior to the date on which the notice of exercise is received	10 days	10 days
Exercise price	$ 11.5	$ 11.5
Newly Issued Price	$ 9.2	$ 9.2
Percentage of gross proceeds	60.00%	60.00%
Threshold trading days for volume weighted average price per share	20 days	20 days
Market Price	$ 9.2	$ 9.2
Adjusted exercise price per warrant	115.00%	115.00%
Adjusted Redemption price trigger	180.00%	180.00%
Private Placement Warrants
SHAREHOLDERS' EQUITY (DEFICIT)
Number of warrants outstanding	0	7,046,111
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days	30 days

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income per Ordinary Share (Details) - USD ($)

2 Months Ended

3 Months Ended

7 Months Ended

May 21, 2025

Sep. 30, 2025

Basic net income per share:

^[1],[2]

6,666,667

Basic net income per ordinary share

$ 0

Diluted net income per share:

Diluted weighted-average shares outstanding

^[1],[2]

6,666,667

Class A ordinary shares subject to possible redemption

Basic net income per share:

Basic weighted-average shares outstanding

$ 209,699

$ 125,076

6,318,681

2,846,535

Basic net income per ordinary share

$ 0.03

$ 0.04

Diluted net income per share:

Diluted weighted-average shares outstanding

$ 198,825

$ 120,974

6,318,681

2,846,535

Diluted net income per ordinary share

$ 0.03

$ 0.04

Class B ordinary shares

Basic net income per share:

Basic weighted-average shares outstanding

$ 230,366

$ 298,369

6,941,392

6,790,429

Basic net income per ordinary share

$ 0.03

$ 0.04

Diluted net income per share:

Diluted weighted-average shares outstanding

$ 241,240

$ 302,471

7,666,667

7,117,162

Diluted net income per ordinary share

$ 0.03

$ 0.04

[1]

Excludes an aggregate of up to 1,000,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised (Note 5).

[2]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

2 Months Ended

7 Months Ended

May 21, 2025

Sep. 30, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

Spring Valley Acquisition Corp. III (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on March 12, 2025. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of May 21, 2025, the Company had not commenced any operations. All activity for the period from March 12, 2025 (inception) through May 21, 2025 relates to the Company’s formation and the proposed initial public offering (“Proposed Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit (or 23,000,000 Units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of an aggregate of 6,379,444 Private Placement Warrants (“Private Placement Warrants”) (or 7,046,111 Private Placement Warrants if the underwriters’ over-allotment option is exercised in full) at a price of $0.90 per Private Placement Warrant, or $5,741,500 in the aggregate (or $6,341,500 if the underwriters’ overallotment option is exercised in full) in a private placement that will close simultaneously with the closing of the Proposed Public Offering. The underwriters, have committed to use a portion of their underwriting discount and commission to purchase an aggregate of 2,222,222 Private Placement Warrants (or 2,555,556 Private Placement Warrants if the underwriters’ over- allotment option is exercised in full) at a price of $0.90 per warrant, or $2,000,000 in the aggregate (or $2,300,000 in the aggregate if the underwriters’ overallotment option is exercised in full), in a private placement that will close simultaneously with the closing of the Proposed Public Offering.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of the Private Placement Securities, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the Permitted Withdrawals and any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Public Offering, management has agreed that $10.00 per Unit sold in the Proposed Public Offering, including proceeds of the sale of the Private Placement Securities, will be held in a trust account (“Trust Account”) and invested or held only in (i) U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, (ii) uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. No later than 24 months after the closing of the Proposed Public Offering or such earlier liquidation date as the Company’s board of directors may approve, or such later time as provided for in any amendment to the Company’s Amended and Restated Memorandum and Articles of Association (an “Extension Period”), subject to applicable law, the amounts held in the Trust Account will be held as cash or cash items, including in demand deposit accounts.

Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations or funds for working capital requirements (up to 5% of the interest earned on the Trust Account), (“Permitted Withdrawals”). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s public warrants. The Class A ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Proposed Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Initial Shareholders have agreed to (i) waive its redemption rights with respect to its private placement shares in connection with the completion of the initial business combination, (ii) waive its redemption rights with respect to its private placement shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company fails to complete the initial Business Combination within 24 months from the closing of the Proposed Public Offering or such earlier liquidation date as the Company’s board of directors may approve, or during any Extension Period, subject to applicable law or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its private placement shares if the Company fails to complete the initial Business Combination within the prescribed timeframe. In addition, the Sponsor has agreed to vote any private placement shares held by it in favor of the initial Business Combination.

The Company will have until 24 months from the closing of the Proposed Public Offering (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, including interest earned on the funds held in the Trust Account (which interest shall be net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses) and not previously released to the Company to pay its taxes and permitted withdrawals, if any, divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the initial amount held in the Trust Account ($10.00).

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn for permitted withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of May 21, 2025, the Company had no cash and a working capital deficiency of $(36,902). Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements — Going Concern,” as of May 21, 2025, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor, and the Sponsor has the financial ability to provide such funds that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering or a minimum of one year from the date of issuance of these financial statements. The Company cannot assure that its plans to raise capital or to consummate an Initial Business Combination will be successful.

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. 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 to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict 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, Israel and its neighboring states 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.

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, the Israel-Hamas conflict and subsequent sanctions or related actions, 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.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

As of September 30, 2025, the Company had not commenced any operations. All activity for the period from March 12, 2025 (inception) through September 30, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s Sponsor is Spring Valley Acquisition III Sponsor, LLC (the “Sponsor”). The registration statements for the Company’s Initial Public Offering became effective on September 3, 2025. On September 5, 2025, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units”), which includes the full exercise by the underwriters of their over-allotment option of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 7,046,111 Private Placement Warrants (the “Private Placement Warrants”) to the Sponsor and to Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and Clear Street LLC (“Clear Street”), the representative of the underwriters of the Initial Public Offering, at a price of $0.90 per warrant, generating gross proceeds of $6,341,500. Of those 7,046,111 Private Placement Warrants, the Sponsor purchased 4,490,555 Private Placement Warrants and the underwriters purchased 2,555,556 Private Placement Warrants. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

Transaction costs amounted to $14,319,936, consisting of $4,600,000 of cash underwriting fee, $9,200,000 of deferred underwriting fee and $519,936 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Securities, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the Permitted Withdrawals (as defined below) and any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the Initial Public Offering on September 5, 2025, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Securities, was held in a trust account (“Trust Account”) and invested or held only in (i) U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, (ii) uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. No later than 24 months after the closing of the Initial Public Offering or such earlier liquidation date as the Company’s board of directors may approve, or such later

time as provided for in any amendment to the Company’s Amended and Restated Memorandum and Articles of Association (an “Extension Period”), subject to applicable law, the amounts held in the Trust Account will be held as cash or cash items, including in demand deposit accounts.

The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations or funds for working capital requirements (such withdrawals for working capital limited to up to 5% of the interest earned on the Trust Account) (“Permitted Withdrawals”). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s public warrants. The Class A ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

The Initial Shareholders have agreed to (i) waive its redemption rights with respect to their private placement shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their private placement shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company fails to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or such earlier liquidation date as the Company’s board of directors may approve, or during any Extension Period, subject to applicable law or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their private placement shares if the Company fails to complete the initial Business Combination within the prescribed timeframe. In addition, the Sponsor has agreed to vote any private placement shares held by it in favor of the initial Business Combination.

The Company has until 24 months from the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, including interest earned on the funds held in the Trust Account (which interest shall be net of Permitted Withdrawals and up to $100,000 of interest to pay

dissolution expenses) and not previously released to the Company to pay its taxes and Permitted Withdrawals, if any, divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders acquire Public Shares in or after the Initial Public Offering, such Public Shares are entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the initial amount held in the Trust Account ($10.00).

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn for Permitted Withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of September 30, 2025, the Company had $1,185,609 in cash and cash equivalents held outside of the Trust Account and a working capital surplus of $1,084,768.

The Company’s liquidity needs to date were satisfied through the payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for issuance of the Founder Shares (as defined in Note 5), and loan from the Sponsor of $151,636 under the Note (as defined in Note 5) and the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. The Company repaid the Note in full on September 5, 2025, and the facility is no longer available.

In addition, in order to finance the transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team, or any of their affiliates may provide the Company with Working Capital Loans (as defined in Note 5) as may be required (of which up to $1.5 million may be converted at the lender’s option into warrants). As of September 30, 2025, and December 31, 2024, there was no Working Capital Loan outstanding.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of September 30, 2025, the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

Risks and Uncertainties

Furthermore, changes to policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. On February 1, 2025, the U.S. imposed a 25% tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China. More recently on April 2, 2025, President Trump signed an executive order imposing a minimum 10 percent baseline tariff on all U.S. imports, with higher tariffs applied to imports from 57 specific countries. The baseline tariff rate became effective on April 5, while tariffs on imports from the 57 targeted nations, ranging from 11 to 50 percent, took effect on April 9. On the same day, President Trump announced a 90-day ‘pause’ on reciprocal tariffs for all but China, which continues to face tariffs as high as 145%. Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and China, but also between the U.S. and other countries in the international community. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act. ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. The Company is currently evaluating the impact of the new law. However, none of the tax provisions are expected to have a significant impact on the Company’s financial statement.

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, the Israel-Hamas conflict and subsequent sanctions or related actions, and tariffs on imports from foreign countries 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.

SHAREHOLDERS' EQUITY (DEFICIT) (Details)		2 Months Ended	7 Months Ended
SHAREHOLDERS' EQUITY (DEFICIT) (Details)	Aug. 15, 2025 shares	May 21, 2025 Vote $ / shares shares	Sep. 30, 2025 Vote $ / shares shares	Sep. 05, 2025 shares
SHAREHOLDERS' EQUITY (DEFICIT)
Preferred shares, shares authorized		1,000,000	1,000,000
Preferred shares, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Preferred shares, shares issued		0	0
Preferred shares, shares outstanding		0	0
Class A ordinary shares
SHAREHOLDERS' EQUITY (DEFICIT)
Common shares, authorized		200,000,000	200,000,000
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Number of votes per share \| Vote		1	1
Common shares, issued		0	0
Common shares, outstanding		0	0
Class A ordinary shares subject to possible redemption
SHAREHOLDERS' EQUITY (DEFICIT)
Common shares redemption, issued			23,000,000
Common shares redemptions, outstanding			23,000,000
Class B ordinary shares
SHAREHOLDERS' EQUITY (DEFICIT)
Common shares, authorized		20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Number of votes per share \| Vote		1	1
Common shares, issued		7,666,667	7,666,667
Common shares, outstanding		7,666,667	7,666,667
Conversion ratio		1	1
Class B ordinary shares \| Founder shares
SHAREHOLDERS' EQUITY (DEFICIT)
Common shares, outstanding	7,666,667
Number of shares no longer subject to forfeiture				1,000,000
Conversion ratio	1.33
Class B ordinary shares \| Founder shares \| Subsequent event
SHAREHOLDERS' EQUITY (DEFICIT)
Common shares, outstanding	7,666,667
Conversion ratio	1.33
Class B ordinary shares \| Founder shares \| Sponsor
SHAREHOLDERS' EQUITY (DEFICIT)
Common shares, outstanding	7,546,667
Number of shares subject to forfeiture			1,000,000
Founder shares as percentage of issued and outstanding shares, if forfeiture is made (in %)		25.00%	25.00%
Number of shares no longer subject to forfeiture				1,000,000
Class B ordinary shares \| Founder shares \| Sponsor \| Subsequent event
SHAREHOLDERS' EQUITY (DEFICIT)
Common shares, outstanding	7,546,667

BALANCE SHEET

May 21, 2025

USD ($)

Current assets

Prepaid expenses

$ 25,000

Total current assets

25,000

Deferred offering costs

45,282

Total Assets

70,282

LIABILITIES AND SHAREHOLDERS' EQUITY

Accrued expenses

6,200

Accrued offering costs

45,282

Promissory note - related party

$ 10,420

Other Liability, Current, Related Party [Extensible Enumeration]

Related Party [Member]

Total current liabilities

$ 61,902

Commitments and contingencies (Note 6)

Shareholders' Equity:

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Additional paid-in capital

24,233

Accumulated deficit

(16,620)

Total Shareholders' Deficit

8,380

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit

70,282

Class A ordinary shares

Shareholders' Equity:

Class B ordinary shares

Shareholders' Equity:

$ 767

^[1],[2]

[1]

[2]

SHAREHOLDERS' EQUITY (Details)		2 Months Ended	7 Months Ended
SHAREHOLDERS' EQUITY (Details)	Aug. 15, 2025 shares	May 21, 2025 Vote $ / shares shares	Sep. 30, 2025 Vote $ / shares shares	Sep. 05, 2025 shares
SHAREHOLDERS' EQUITY (DEFICIT)
Preferred shares, shares authorized		1,000,000	1,000,000
Preferred shares, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Preferred shares, shares issued		0	0
Preferred shares, shares outstanding		0	0
Class A ordinary shares
SHAREHOLDERS' EQUITY (DEFICIT)
Common shares, authorized		200,000,000	200,000,000
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Number of votes per share \| Vote		1	1
Common shares, issued		0	0
Common shares, outstanding		0	0
Class A ordinary shares subject to possible redemption
SHAREHOLDERS' EQUITY (DEFICIT)
Common shares redemption, issued			23,000,000
Common shares redemptions, outstanding			23,000,000
Class B ordinary shares
SHAREHOLDERS' EQUITY (DEFICIT)
Common shares, authorized		20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Number of votes per share \| Vote		1	1
Common shares, issued		7,666,667	7,666,667
Common shares, outstanding		7,666,667	7,666,667
Conversion ratio		1	1
Class B ordinary shares \| Founder shares
SHAREHOLDERS' EQUITY (DEFICIT)
Common shares, outstanding	7,666,667
Number of shares no longer subject to forfeiture				1,000,000
Conversion ratio	1.33
Class B ordinary shares \| Founder shares \| Subsequent event
SHAREHOLDERS' EQUITY (DEFICIT)
Common shares, outstanding	7,666,667
Conversion ratio	1.33
Class B ordinary shares \| Founder shares \| Sponsor
SHAREHOLDERS' EQUITY (DEFICIT)
Common shares, outstanding	7,546,667
Number of shares subject to forfeiture			1,000,000
Founder shares as percentage of issued and outstanding shares, if forfeiture is made (in %)		25.00%	25.00%
Number of shares no longer subject to forfeiture				1,000,000
Class B ordinary shares \| Founder shares \| Sponsor \| Subsequent event
SHAREHOLDERS' EQUITY (DEFICIT)
Common shares, outstanding	7,546,667

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 Months Ended

7 Months Ended

May 21, 2025

Sep. 30, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Deferred Offering Costs

The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are directly related to the Proposed Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Proposed Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Proposed Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares will be charged to temporary equity, and offering costs allocated to Public Warrants (as defined below) and Private Placement Warrants will be charged to shareholders’ equity as the Public and Private Placement Warrants (as defined below), after management’s evaluation, will be accounted for under equity treatment.

Income Taxes

Net Loss per Class B Ordinary Shares

Fair Value of Financial Instruments

Derivative Financial Instruments

Warrant Instruments

Recently Issued Accounting Standards

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Cash and Cash Equivalents

Investments Held in Trust Account

Fair Value of Financial Instruments

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Offering Costs

Class A Ordinary Shares Subject to Possible Redemption


Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		16,631,158
Class A ordinary shares subject to possible redemption, September 30, 2025	$	230,585,241

Income Taxes

Warrant Instruments

Net Income per Ordinary Share

The following tables reflect the calculation of basic and diluted net income per Ordinary Share:


					For the Period from
	For the Three Months Ended				March 12, 2025 (Inception) Through
	September 30, 2025				September 30, 2025
	Class A ordinary				Class A ordinary
	shares		Class B ordinary		shares		Class B ordinary
	subject to		shares not		subject to		shares not
	possible		subject to		possible		subject to
	redemption		redemption		redemption		redemption
Basic net income per share:
Numerator:
Allocation of net income	$	209,699	$	230,366	$	125,076	$	298,369
Denominator:
Basic weighted-average shares outstanding		6,318,681		6,941,392		2,846,535		6,790,429
Basic net income per ordinary share	$	0.03	$	0.03	$	0.04	$	0.04


					For the Period from
	For the Three Months Ended				March 12, 2025 (Inception) Through
	September 30, 2025				September 30, 2025
			Non-				Non-
	Redeemable		Redeemable		Class A		Redeemable
	Class A		Class A and B		Redeemable		Class A and B
	Ordinary		Ordinary		Ordinary		Ordinary
	Shares		Shares		Shares		Shares
Diluted net income per share:
Numerator:
Allocation of net income	$	198,825	$	241,240	$	120,974	$	302,471
Denominator:
Diluted weighted-average shares outstanding		6,318,681		7,666,667		2,846,535		7,117,162
Diluted net income per ordinary share	$	0.03	$	0.03	$	0.04	$	0.04

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (Details) - USD ($)	2 Months Ended	7 Months Ended
	May 21, 2025	Sep. 30, 2025	Sep. 05, 2025
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Percent of fair market value of target businesses	80.00%	80.00%
Percentage of ownership interest to be acquired	50.00%	50.00%
Share price	$ 10	$ 10
Number of business days prior to business combination	2 days	2 days
Permitted Withdrawals percentage	5.00%	5.00%
Percentage of restriction on redemption of shares	15.00%	15.00%
Redemption percentage of shares if business combination not completed	100.00%	100.00%
Maximum period to complete the business combination	24 months	24 months
Maximum number of business days for completion of redemption	10 days	10 days
Dissolution expense payable from interest earned on trust account	$ 100,000	$ 100,000
Cash and cash equivalents	0	1,185,609
Working capital deficit	$ (36,902)	$ 1,084,768
Sponsor
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Share price	$ 10	$ 10
Private Placement Warrants
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Price per warrant issued			$ 0.9
Public Warrants
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Newly Issued Price	$ 9.2	$ 9.2
Class A ordinary shares \| Public Warrants
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Offering price of warrants	$ 5,741,500
IPO including over-allotment \| Class A ordinary shares
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Maximum number of units available	23,000,000
Initial Public Offering \| Class A ordinary shares
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Maximum number of units available	20,000,000
Newly Issued Price	$ 10
Private placement \| Private Placement Warrants
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Price per warrant issued	$ 0.9
Private placement \| Private Placement Warrants \| Underwriters
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Warrants committed for purchase	2,222,222
Aggregate number of warrants	2,555,556
Price per warrant issued			0.9
Offering price of warrants	$ 2,000,000
Offering price of warrants that were committed	$ 2,300,000
Private placement \| Private Placement Warrants \| Sponsor
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Warrants committed for purchase	6,379,444
Aggregate number of warrants	7,046,111
Price per warrant issued	$ 0.9		$ 0.9
Offering price of warrants	$ 5,741,500
Offering price of warrants that were committed	$ 6,341,500
Private placement \| Class A ordinary shares \| Private Placement Warrants \| Underwriters
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Warrants committed for purchase	2,222,222

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	2 Months Ended	7 Months Ended
CONDENSED STATEMENT OF CASH FLOWS - USD ($)	May 21, 2025	Sep. 30, 2025
Cash Flows from Operating Activities:
Net income	$ (16,620)	$ 423,445
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(585,241)
Payment of operation costs through promissory note		49,700
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(26,687)
Other receivable		25,000
Accrued expenses	6,200	52,528
Net cash used in operating activities	0	(61,255)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(230,000,000)
Net cash used in investing activities		(230,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		225,400,000
Proceeds from sale of Private Placements Warrants		6,341,500
Repayment of promissory note - related party		(151,636)
Payment of offering costs		(343,000)
Net cash provided by financing activities		231,246,864
Net Change in Cash and Cash Equivalents	0	1,185,609
Cash and Cash Equivalents - Beginning of period	0	0
Cash and Cash Equivalents - End of period	0	1,185,609
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs		75,000
Prepaid services paid by Sponsor in exchange for issuance of Class B ordinary shares		25,000
Deferred offering costs paid through promissory note - related party		101,936
Deferred underwriting fee payable		$ 9,200,000
Sponsor
Non-Cash investing and financing activities:
Prepaid services paid by Sponsor in exchange for issuance of Class B ordinary shares	24,478
Director
Non-Cash investing and financing activities:
Prepaid services paid by Sponsor in exchange for issuance of Class B ordinary shares	$ 522

CONDENSED BALANCE SHEET - USD ($)

Sep. 30, 2025

May 21, 2025

Current assets

Cash and cash equivalents

$ 1,185,609

$ 0

Prepaid expenses

26,687

25,000

Total current assets

1,212,296

25,000

Investments held in Trust Account

230,585,241

Total Assets

231,797,537

70,282

Current Liabilities

Accrued offering costs

75,000

45,282

Accrued expenses

52,528

6,200

Total current liabilities

127,528

61,902

Deferred underwriting fee

9,200,000

Total Liabilities

9,327,528

Commitments (Note 6)

Shareholders' Deficit

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Additional paid-in capital

24,233

Accumulated deficit

(8,115,999)

(16,620)

Total Shareholders' Deficit

(8,115,232)

8,380

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit

231,797,537

70,282

Class A ordinary shares

Shareholders' Deficit

Class A ordinary shares subject to possible redemption

Current Liabilities

Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.03 per share

230,585,241

Class B ordinary shares

Shareholders' Deficit

SHAREHOLDERS' EQUITY (DEFICIT)

$ 767

^[1],[2]

[1]

[2]

SHAREHOLDERS' EQUITY (DEFICIT)

2 Months Ended

7 Months Ended

May 21, 2025

Sep. 30, 2025

SHAREHOLDERS' EQUITY (DEFICIT)

NOTE 7 — SHAREHOLDERS’ EQUITY

Redemption of Public Warrants — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●in whole and not in part;

●at a price of $0.01 per Public Warrant;

●upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

NOTE 7. SHAREHOLDERS’ EQUITY (DEFICIT)

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2025, there were no Class A ordinary shares issued or outstanding, excluding the 23,000,000 shares subject to possible redemption.

Redemption of Public Warrants — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●in whole and not in part;

●at a price of $0.01 per Public Warrant;

●upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The entire disclosure for equity.

Formation, general and administrative costs

STATEMENTS OF OPERATIONS - USD ($)

2 Months Ended

3 Months Ended

7 Months Ended

May 21, 2025

Sep. 30, 2025

Jun. 30, 2025

Sep. 30, 2025

CONDENSED STATEMENTS OF OPERATIONS

$ 16,620

$ 145,176

$ 161,796

Net income

$ (16,620)

$ 440,065

$ (16,620)

$ 423,445

Basic weighted average shares outstanding

^[1],[2]

6,666,667

Diluted weighted average shares outstanding

^[1],[2]

6,666,667

Basic net income

$ 0

[1]

[2]

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/exampleRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-10

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-7

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (f)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

RELATED PARTY TRANSACTIONS - Founder Shares (Details)			2 Months Ended	7 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Aug. 15, 2025 $ / shares shares	Mar. 28, 2025 USD ($) D $ / shares shares	May 21, 2025 shares	Sep. 30, 2025 USD ($) shares	Sep. 05, 2025 shares
Class B ordinary shares
RELATED PARTY TRANSACTIONS
Share split ratio			1	1
Common shares, outstanding			7,666,667	7,666,667
Class A ordinary shares
RELATED PARTY TRANSACTIONS
Common shares, outstanding			0	0
Founder shares
RELATED PARTY TRANSACTIONS
Restrictions on transfer period of time after business combination completion		1 year
Founder shares \| Class B ordinary shares
RELATED PARTY TRANSACTIONS
Share split ratio	1.33
Number of shares transferred	13,333
Transfer price per share \| $ / shares	$ 43.48
Common shares, outstanding	7,666,667
Shares held by each independent director	40,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by stockholders	25.00%
Number of shares no longer subject to forfeiture					1,000,000
Founder shares \| Class B ordinary shares \| Maximum
RELATED PARTY TRANSACTIONS
Number of shares subject to forfeiture	1,000,000
Founder shares \| Class B ordinary shares \| Subsequent event
RELATED PARTY TRANSACTIONS
Share split ratio	1.33
Number of shares transferred	13,333
Transfer price per share \| $ / shares	$ 43.48
Common shares, outstanding	7,666,667
Shares held by each independent director	40,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by stockholders	25.00%
Founder shares \| Class B ordinary shares \| Subsequent event \| Maximum
RELATED PARTY TRANSACTIONS
Number of shares subject to forfeiture	1,000,000
Founder shares \| Class A ordinary shares
RELATED PARTY TRANSACTIONS
Stock price trigger (in dollars per share) \| $ / shares		$ 12
Threshold number of trading days \| D		20
Threshold number of consecutive trading days \| D		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences \| D		150
Founder shares \| Sponsor \| Class B ordinary shares
RELATED PARTY TRANSACTIONS
Consideration received from sponsor \| $		$ 25,000		$ 25,000
Issuance of ordinary shares (shares)		5,750,000
Common shares, outstanding	7,546,667
Number of shares no longer subject to forfeiture					1,000,000
Founder shares \| Sponsor \| Class B ordinary shares \| Subsequent event
RELATED PARTY TRANSACTIONS
Common shares, outstanding	7,546,667

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)

Ordinary Shares

Class B

Additional Paid-In Capital

Accumulated Deficit

Class B

Total

$ 0

Class B ordinary shares issued to Initial Shareholders

$ 767

24,233

25,000

Class B ordinary shares issued to Initial Shareholders (shares)

7,666,667

Ending balance at Mar. 31, 2025

$ 767

24,233

25,000

Ending balance (shares) at Mar. 31, 2025

7,666,667

$ 0

Class B ordinary shares issued to Initial Shareholders

^[1],[2]

$ 767

24,233

25,000

Class B ordinary shares issued to Initial Shareholders (shares)

^[1],[2]

7,666,667

Ending balance at May. 21, 2025

(16,620)

$ 767

24,233

(16,620)

8,380

Ending balance (shares) at May. 21, 2025

7,666,667

$ 0

423,445

$ 767

(8,115,999)

(8,115,232)

Beginning balance at Mar. 31, 2025

7,666,667

$ 767

24,233

25,000

Beginning balance (shares) at Mar. 31, 2025

7,666,667

Ending balance at Jun. 30, 2025

(16,620)

$ 767

$ 24,233

(16,620)

8,380

Ending balance (shares) at Jun. 30, 2025

7,666,667

440,065

$ 767

$ (8,115,999)

$ (8,115,232)

7,666,667

[1]

[2]

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.