09/30/2025 | Press release | Distributed by Public on 09/30/2025 16:47
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants | (5) | 09/29/2025 | P | 125,000 | (3) | (4) | Class A Ordinary Shares | 125,000 | (1) | 125,000 | I | By: TCS Capital Advisors, LLC(2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SEMLER ERIC C/O TCS CAPITAL ADVISORS, LLC 152 WEST 57TH STREET, 27TH FLOOR NEW YORK, NY 10019 |
X |
/s/ Eric Semler | 09/30/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Reporting Person purchased 500,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-quarter of one redeemable warrant. |
(2) | Securities held directly by TCS Capital Advisors, LLC ("TCS Advisors"). TCS Capital Management, LLC ("TCS Management"), as the investment advisor of TCS Advisors, may be deemed to beneficially own the securities held directly by TCS Advisors. Mr. Semler, as the managing member of TCS Management, may be deemed to beneficially own the securities held directly by TCS Advisors. Mr. Semler disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that Mr. Semler is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(3) | The Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination. |
(4) | The Warrants will expire five years after the completion of the Issuer's business combination or earlier upon redemption or liquidation. |
(5) | Each whole Warrant has an exercise price of $11.50 per Class A ordinary share. |