Item 1. Business
ITEM 1. BUSINESS
We are a blank check company incorporated on May 31, 2024 in the Cayman Islands as an exempted company, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).
On February 14, 2025, the Company consummated its initial public offering (“Initial Public Offering” or “IPO”) of 8,625,000 Units (“Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 1,125,000 Units subject to the underwriters’ over-allotment option. Each Unit consists of one Class A Ordinary Share and one Right, each Right entitling the holder thereof to receive one-fifth of one Class A Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $86,250,000.
Simultaneously with the consummation of the IPO, the Company consummated a private placement (the “Private Placement”) of 265,625 units (“Private Placement Units”), at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,656,250. The Private Placement Units were purchased by Maywood Sponsor, LLC, the Company’s sponsor (the “Sponsor”), and the underwriters in the IPO. The Private Placement Units are identical to the Units sold in the IPO, subject to certain exceptions. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units (or underlying securities), subject to certain customary exceptions, until 30 days after the completion of the Company’s initial business combination.
In addition, the Sponsor lent the Company an aggregate of $500,000 as of the closing date of the IPO bearing no interest (the “Sponsor Loan”). The proceeds of the Sponsor Loan were added to the trust account established in connection with the IPO. The Sponsor Loan shall be repaid at the closing of an initial business combination. If the Company does not complete an initial business combination, the Company will not repay the Sponsor Loan and its proceeds will be distributed to public shareholders. The Sponsor has waived any claims against the trust account in connection with the Sponsor Loan.
For further details regarding our business, see the section titled “Proposed Business” contained in our prospectus dated February 12, 2025, incorporated by reference herein.
ITEM 1A. RISK FACTORS
For the risks relating to our operations, see the section titled “Risk Factors” contained in our prospectus dated February 12, 2025, incorporated by reference herein. Since such date, there have been no material changes to the risks relating to our operations.
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