DYOR SEC filings, in plain English
Everything Insight Digital Partners II has filed with the SEC that we hold — 25 filings, newest first, 24 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quarterly report (Form 10-Q) for a SPAC still searching for a business combination target. Trust account value increased to $176.75M ($10.25 per share) from $173.66M ($10.07 per share) due to interest income. Cash outside trust decreased to $787,476 from $1,247,831. The company disclosed a going concern qualification, noting potential liquidity shortfall may raise substantial doubt about its ability to continue as a going concern. No business combination agreement has been announced; still in search phase. Why it matters: Provides updated trust value per share ($10.25) for redemption calculations, confirms no extension sought yet, and highlights cash burn risk that may affect ability to complete a deal. The going concern disclosure is a key risk signal for investors tracking SPAC viability.
What changed vs 2026-05-12trust $175.2M → $176.8M +1%trust account, sponsor loans outstanding, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $175.2M$176.8M
- Sponsor loans outstanding
- not previously extracted$140K
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $1,582,012 was added to the trust between the two filings.
The clause “99,937 1,317,792 Long term prepaid insurance 13,567 46,567 Cash and investments held in Trust Account 176,753,636 173,659,928 Total Assets $ 177,667,140 $ 175,024,287 Liabilities, Class A Ordinary Shares Subject to Possible Redemption,”…
The clause “Initial Public Offering of its securities. On October 30, 2025, the Company had borrowed $ 140,000 under the Promissory Note, which was fully settled on November 4, 2025, subsequent to the closing of the Initial Public Offering. Borrowing”…
The clause …“the Initial Business Combination. Such potential liquidity shortfall raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed financial statements do not include any”…
The clause …“value; 500,000,000 shares authorized; none issued and outstanding (excluding 17,250,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025 — — Class B Ordinary Shares, $ 0.0001 par value; 50,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly report on Form 10-Q for the period ended March 31, 2026, filed by Insight Digital Partners II, a blank-check company (SPAC) still searching for a business combination target. Trust account per-share redemption value increased from $10.07 at December 31, 2025, to $10.15 at March 31, 2026, due to $1.5 million in interest earned. Net income of $1,259,968 for the quarter. Working capital surplus of $965,439. No business combination announced; management discloses substantial doubt about going concern. No new loans, no litigation, no risk factor changes beyond the going concern note. Why it matters: This filing provides the first look at the SPAC's post-IPO financials. The trust value per share ($10.15) is lower than the $10.25 figure sometimes cited, which investors should note. The company is still searching, with a deadline of October 30, 2027 (24 months from IPO), extendable to 36 months. The going concern warning signals potential cash constraints before a deal closes. The company explicitly targets digital economy sectors such as Payment Gateways, Stablecoin, Exchanges, Crypto Miners, High Performance Computing, Energy, and Crypto Treasury Strategy.
What changed vs 2025-12-08going concern APPEAREDgoing-concern doubt, trust account, redeemable shares +11 moved · 3 with no prior record of ours
- Going-concern doubt
- not statedstated
- Trust account
- not previously extracted$175.2M
- Redeemable shares
- not previously extracted17.3M
- Sponsor loans outstanding
- $140Knot matched in this filing
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“the Initial Business Combination. Such potential liquidity shortfall raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed financial statements do not include any”…
The clause “75,063 1,317,792 Long term prepaid insurance 30,067 46,567 Cash and investments held in Trust Account 175,171,624 173,659,928 Total Assets $ 176,276,754 $ 175,024,287 Liabilities, Class A Ordinary Shares Subject to Possible Redemption,”…
The clause …“value; 500,000,000 shares authorized; none issued and outstanding (excluding 17,250,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025, respectively — — Class B ordinary shares, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual Report (Form 10-K) for the fiscal year ended December 31, 2025, covering Insight Digital Partners II's inception through its first financial statements as a public blank check company. First audited financial statements since inception (July 11, 2025). IPO closed October 30, 2025, raising $172.5 million in trust (17.25 million units at $10.00) and $5.45 million in private placement warrants. Trust held $173,659,928 as of Dec 31, 2025 ($10.07 per public share). Net income of $893,385 from trust interest. Working capital outside trust: $1,247,831. No business combination announced. Sponsor paid $25,000 for 5.75 million founder shares ($0.004/share). No 10b5-1 plans or insider trading arrangements adopted. Key policies adopted: insider trading policy, clawback policy, code of ethics. Why it matters: Establishes baseline trust value and redemption mechanics for shareholders. Confirms 24-month completion window ending October 30, 2027. Sponsor economics heavily incentivize deal completion. Provides audited financials for monitoring burn rate and trust interest accretion. Discloses risk factors including potential Investment Company Act risks and dilution from founder shares.
What changed: SCHEDULE 13G — beneficial ownership report [0001326389-26-000025]. The filing identifies Polar Asset Management Partners Inc. as a reporting holder for DYOR. The provided excerpt contains no numerical disclosures, share counts, percentages, or transaction dates. It does not reference redemption parameters, trust valuation, deadline timelines, extension authorities, or sponsor governance conduct. Why it matters: Schedule 13G filings track institutional position changes that may precede shareholder votes on extensions or business combinations. Without disclosed percentages or acquisition costs in the excerpt, the filing does not indicate a shift in voting influence that could affect redemption thresholds or sponsor commitments. The absence of substantive claims regarding target business operations, revenue streams, market positioning, technology assets, or personnel arrangements further limits immediate operational impact. Complete examination of the attached exhibits would be necessary to determine whether ownership thresholds crossed trigger additional regulatory duties or reflect coordinated positioning.(flagged for human review)
What changed: Routine compliance exhibit: an attached Joint Filing Agreement (Exhibit A) accompanying a Schedule 13G/A beneficial ownership report. In its own terms, it executes a joinder so the undersigned Harraden Circle investment entities and Frederick V. Fortmiller, Jr., acting as Managing Member, file jointly on behalf of their aggregated shares pursuant to Rule 13d-1(k). Mechanics tracking (redemption deadlines, trust value, extensions, deal progress, sponsor conduct): Zero. The exhibit contains no amended ownership percentages, no adjustments to the redemption calendar, no trust account per-share updates, no announcement of a de-SPAC transaction, and no commentary on sponsor behavior. It merely registers a procedural alignment for the listed Harraden affiliates and Mr. Fortmiller. Why it matters: Substance & attribution: The document makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Any characterization of the filing’s intent derives solely from the seven Harraden Circle investment vehicles and Frederick V. Fortmiller, Jr., who signed the exhibit dated February 13, 2026, under filing number 0001193125-26-051881. For holders tracking a SEARCHING-status SPAC, the exhibit is operationally inert but substantively useful as a capital-base transparency signal: it confirms coordinated institutional positioning among affiliated Harraden funds through a single Rule 13d-1(k) submission, eliminating future fragmented amendment filings while the sponsor continues its target search.
What changed: A joint acquisition statement and joint filing agreement attached to a Schedule 13G beneficial ownership report. The filing text reports no adjustments to redemption deadlines, trust values, extension proposals, deal progress, or sponsor conduct. It exclusively outlines that Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross are executing a joint filing arrangement for their collective Schedule 13G submission, accepting mutual responsibility for amendment accuracy while disclaiming liability for each other’s independent information. Why it matters: As a purely procedural exhibit dated February 12, 2026, this document contains zero disclosures regarding DYOR’s target acquisition search, customer claims, revenue projections, market positioning, technology, partnerships, litigation, or personnel moves. For investors tracking DYOR’s path from searching to de SPACing, the absence of merger-related milestones or sponsor activity updates confirms that this filing carries no mechanical or strategic weight beyond confirming a multi-party beneficial ownership disclosure structure.
What changed: Schedule 13G joint filing agreement and beneficial ownership report. The submitted text contains only the cover pages and Joint Filing Agreement for a Schedule 13G filed on 2026-02-06. The form states that Insight Digital Partners Sponsor LLC and Michael Singer (identified as Chief Executive Officer) are joint filers who hold director and officer positions, respectively, and jointly assert beneficial ownership exceeding 10% of Insight Digital Partners II [DYOR]. The filing records a 'Date of Event Requiring Statement' of 10/28/2025. Because the excerpt terminates at the joint filer identification page, it discloses no share quantities, acquisition prices, disposition details, or adjustments to previously reported ownership levels. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this filing confirms the sponsor LLC and its CEO maintain their stated directorship and officer status without indicating a transfer, pledge, or dilution event that would reduce their stake below the 10% reporting threshold. It leaves the documented $10.25 per-share trust value, the 2027-10-30 deadline, and the SEARCHING status unchanged. Every assertion originates from the named holders submitting the report; no independent verification, pricing data, or market conditions are cited. The gap between the reported event date (10/28/2025) and the SEC receipt date (2026-02-06) reflects standard post-calendar-year reporting timing or administrative delay rather than a substantive corporate development. Without the omitted Items 3 through 5, the document provides no information on pledging, purpose clauses, recent open-market purchases, or sponsor capital commitments, meaning it adds no new variables to the redemption calendar or business combination timeline.
What changed: Quarterly report on Form 10-Q for Insight Digital Partners II (a blank check company) for the period from inception (July 11, 2025) through September 30, 2025, filed December 8, 2025. The SPAC had not yet completed its initial public offering as of the balance sheet date; the IPO was consummated on October 30, 2025, and is reported as a subsequent event. This is the first financial report since inception. It reports the IPO closing on October 30, 2025, after the quarter end, with 17,250,000 units sold at $10.00 per unit, including full over-allotment, raising $172.5 million in trust. The trust holds $10.00 per public share. The deadline to complete a business combination is 24 months from the IPO (October 30, 2027), with potential extension up to 36 months. The sponsor holds 5,750,000 founder shares (25% of post-IPO shares) and purchased 3,725,000 private placement warrants; underwriters purchased 1,725,000 private placement warrants. The company had a working capital deficit of $252,364 as of September 30, 2025, which was subsequently addressed by net proceeds from the IPO. The sponsor's promissory note of $140,000 was repaid after the IPO. Deferred underwriting fees of $6.9 million are payable upon completion of a business combination. The company is still searching for a target. Why it matters: This filing confirms the SPAC's trust size ($172.5M, $10.00 per share), the 24-month deadline (October 2027), and that the sponsor's economics are standard (25% founder shares). It provides the first financial statements and details on fees and expenses. Investors should note the trust per share is $10.00, not $10.25 as assumed in some market data. The SPAC is in the early searching phase with no target identified.
What changed: A Current Report on Form 8-K announcing the separate trading commencement of Class A ordinary shares and warrants following a recently completed initial public offering, accompanied by an attached press release dated November 14, 2025. The filing does not alter the redemption calendar, trust value per share ($10.25), or business combination deadline (October 30, 2027). Insight Digital Partners II remains in the SEARCHING phase with no reported deal progress or changes to sponsor conduct. Holders may elect to separately trade Class A ordinary shares (symbol “DYOR”) and warrants (symbol “DYORW”) commencing on or about November 18, 2025. Un-separated units will continue trading as “DYORU.” The filing confirms the registration statement became effective pursuant to Section 8(a) of the Securities Act of 1933. Separations require broker coordination with transfer agent Continental Stock Transfer & Trust Company, and only whole warrants will trade upon separation. Why it matters: According to the attached press release, the Company states it expects to target opportunities in “high-growth, high-impact sectors that form the backbone of the digital economy,” specifically citing “infrastructure supporting stablecoins and digital payments, staking and mining operations, trading and exchange platforms, and high-performance computing—alongside innovative opportunities in energy that power these advancements.” The press release specifies the initial public offering comprised 17,250,000 units, including 2,250,000 units issued from the underwriters’ fully exercised overallotment option, which completed on October 30, 2025. Warrants are exercisable for one Class A ordinary share at an exercise price of $11.50 per share. These strategic priorities and offering details are attributed directly to the Company’s press release.
What changed: A Form 8-K Current Report disclosing the consummation of Insight Digital Partners II’s initial public offering and simultaneous private placement on October 30, 2025, accompanied by the registrant’s audited balance sheet as of that date. As stated in the 8-K and Note 1, the company placed $172,500,000 into a U.S.-based trust account at Continental Stock Transfer & Trust Company upon closing. The filing outlines a 24-month business combination window extendable up to 36 months maximum, with shareholder-approved extensions triggering pro-rata redemption rights at the trust deposit amount. Per Note 6 and the letter agreement, the sponsor, officers, and directors waived redemption rights on founder and post-OPO public shares, except for mandatory redemptions if the trust account diminishes during an extension, and agreed to vote founder shares in favor of the proposed combination. Pre-closing liquidity was funded by a $140,000 sponsor promissory note fully settled on November 4, 2025, and a $1,618,000 private placement subscription receivable collected the same day. Administrative services are priced at up to $30,000 per month. Up to $1,500,000 in working capital loans may convert to private placement units at $10.00 per unit, while underwriters retain a $6,900,000 deferred commission payable solely from post-redemption trust balances upon transaction completion. Target selection criteria require an aggregate fair market value of at least 80% of the trust account (excluding deferred underwriting fees and taxes on trust interest) and a controlling 50% voting stake post-combination. Elsewhere in the document, the filing records the sale of 17,250,000 public units at $10.00 each, the issuance of 5,750,000 founder shares purchased for $25,000, and 210,000 founder shares granted to directors and officers at a $4.59 per share fair value. Equity structures detail 14,075,000 warrants (8,625,000 public and 5,450,000 private) exercisable at $11.50 per share starting 30 days after the business combination, expiring five years later, with cashless exercise fallbacks, a $0.01 per warrant redemption call triggered at an $18.00 per share threshold, and reset mechanics if capital raises price equity below $9.20 per share. The report also confirms Cayman Islands incorporation, New York principal offices, emerging growth company status, and an unqualified audit opinion signed by WithumSmith+Brown, PC on November 5, 2025. Why it matters: This filing locks the definitive cash ceiling, regulatory timeline, and capital structure that govern public shareholder exit economics and sponsor alignment ahead of any de-SPAC transaction. The confirmed $172,500,000 trust balance, hard 36-month maximum deadline, and specific dilution/conversion parameters for sponsor working capital and deferred underwriting compensation directly dictate the minimum viable deal size, maximum allowable redemptions, and post-combination ownership distribution. Subsequent November 4, 2025 settlement of the sponsor note and subscription receivable also removes immediate post-IPO liquidity uncertainty, confirming the trust reserve is isolated and intact for future business combination voting or extension decisions.
What changed: Schedule 13G Exhibit A Joint Filing Agreement coordinating a collective beneficial ownership disclosure under Rule 13d-1(k) of the Securities Exchange Act of 1934, executed by Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; Harraden Circle Concentrated, LP; and Frederick V. Fortmiller, Jr. The filing does not alter Insight Digital Partners II’s redemption calendar, $10.25 per share trust allocation, 2027-10-30 deadline, extension provisions, or sponsor leadership roster. It reports no target outreach, merger agreement amendments, investor meeting votes, or deal progression. The sole operational change recorded is the formalization of a joint filing protocol dated November 4, 2025, allowing the listed Harraden Circle vehicles and Mr. Fortmiller, identified in the text solely as Managing Member of the disclosed entities, to satisfy SEC reporting requirements collectively. No claims are made about customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel. Why it matters: For investors tracking DYOR’s trust integrity, extension trajectory, or sponsor conduct, this document confirms a consolidated disclosure structure among affiliated Harraden Circle funds but provides zero actionable intelligence on the SPAC’s searching phase or capital preservation efforts. It does not signal target identification, modification of shareholder rights, withdrawal of officers or directors, or changes to the trust account mechanism. Its only practical effect is administrative compliance with co-ownership reporting rules under federal securities regulations.
What changed: 8-K Current Report announcing the closing of the initial public offering of Insight Digital Partners II, including the full exercise of the underwriters' over-allotment option, and the related entry into material definitive agreements. The company completed its IPO of 17,250,000 units at $10.00 per unit, generating gross proceeds of $172,500,000, and a concurrent private placement of 5,450,000 warrants at $1.00 per warrant, generating $5,450,000. The trust account was funded with $172,500,000 (including $6,900,000 in deferred underwriting commissions). The company’s amended and restated memorandum and articles of association became effective. The board of directors was appointed with three independent directors: Sam Cassatt, Daniel Hume, and Lok Lee. The company has 24 months from the closing date (October 30, 2025) to complete a business combination, i.e., by October 30, 2027. Why it matters: This 8-K confirms the SPAC is now operational with a trust of $172.5 million, equating to approximately $10.00 per public share. The deadline for a business combination is October 30, 2027. The company's press release specifies target areas in the digital economy, including stablecoin and digital payments infrastructure, staking, mining, trading platforms, high-performance computing, and energy. The deferred underwriting commission of $6.9 million reduces the net cash available for a deal. Sponsor and insider lock-up and voting agreements are in place, indicating alignment with public shareholders.
What changed: Initial public offering prospectus (424B4) for Insight Digital Partners II, a blank check company (SPAC) conducting its $150 million IPO of 15,000,000 units at $10.00 per unit. This is the first public filing for this SPAC; it establishes the IPO terms, trust structure, redemption mechanics, sponsor economics, and business combination timeline. No prior filing exists for comparison. Why it matters: Sets the trust account value at $10.00 per unit ($150M initial, $10.25 per share after interest assumed), deadline of 24 months from closing (October 30, 2027), redemption rights for public shareholders, sponsor founder shares at $0.004 per share, private placement warrants, and target focus on digital economy sectors (payment gateways, stablecoin, exchanges, crypto miners, HPC, energy, crypto treasury). Provides full risk factors, dilution tables, and sponsor conduct disclosure.
What changed: A Form 3 initial statement of beneficial ownership, specifically an insider ownership report. Per the filing, director Samuel Lee Cassatt reports zero non-derivative transactions or holdings. This routine submission does not alter trust reserve accounting, modify conversion mechanics, reset extension voting calendars, or advance the target acquisition timeline. Why it matters: This routine compliance exhibit establishes a director position baseline without triggering analysis on sponsor conduct, tender interest thresholds, or liquidity parameters. Because the disclosure contains no transactional data, it leaves the ongoing search phase, shareholder redemption windows, and trust distribution protocols completely unchanged.
What changed: Form 3 — an insider ownership report filed by director Daniel Hume for Insight Digital Partners II. The filing discloses no non-derivative transactions or holdings for Director Hume. Accordingly, there are no updates to insider equity positions, no changes to sponsor or director conduct regarding share purchases or redemptions, and no impact on the mechanics surrounding the $10.25 trust per share or the 2027-10-30 business combination deadline. No deal progress or extension activity is documented. Why it matters: For investors tracking redemption calendars, trust value preservation, extension timelines, transaction development, and leadership alignment, an uneventful Form 3 confirms routine regulatory compliance rather than insider capital commitment. The complete absence of reported shares or derivatives means the document provides no signal regarding management’s conviction, their intended response to shareholder redemptions at the $10.25 floor, or readiness to close a merger before the 2027-10-30 cutoff. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel are present; the filing contains no substantive operational disclosures beyond standard securities reporting.
What changed: SEC Form 3 initial statement of beneficial ownership. The filing identifies Glenn C. Worman as Chief Financial Officer and states 'No non-derivative transactions or holdings reported.' Per the form, this registration produces zero impact on redemption windows, trust account calculations, extension vote mechanics, or merger development timelines. Why it matters: Because the submission contains only an executive appointment declaration and a transactional null report, it leaves sponsor conduct evaluations, capital commitment signals, and target-acquisition progress unchanged. The document makes no verifiable claims regarding customer bases, revenue streams, market sizing, strategic direction, proprietary technology, partnership architectures, litigation exposure, or additional personnel. According to the filing, no insider shares were acquired, sold, or converted, meaning investor models for redemption behavior and trust backing operate on the same baseline as previous disclosures. Routine compliance forms of this type simply maintain regulatory visibility over leadership changes without advancing commercial milestones.
What changed: Form 3 – Insider Ownership Report. In its own terms, the submission is a Form 3 insider ownership report. According to the filing, reporting person Lee Lok (director) stated she had ‘No non-derivative transactions or holdings reported.’ There is therefore no recorded acquisition, disposition, conversion, or exercise of SPAC-equivalent securities by this director during the reporting window. Why it matters: For investors tracking redemption deadlines, trust value, extensions, or sponsor conduct, the filing confirms that this director’s economic position remained static and did not signal directional conviction or risk reduction ahead of a business combination. It does not shift the $10.25 per share trust balance, advance or postpone the 2027-10-30 completion deadline, trigger extension voting mechanics, or disclose merger target progress. Beyond insider positioning, the document contains no substantive corporate disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; it functions solely as a regulatory baseline anchor for director activity between future sourcing or liquidity announcements.
What changed: A Form 3 insider ownership report filed as a routine compliance exhibit documenting beneficial ownership disclosures for Insight Digital Partners II. The Form 3 states that the sponsor entity (identified by the filer as a director, Chief Executive Officer, and 10% owner) and Michael Singer (identified by the filer as CEO and a director) reported no non-derivative transactions or holdings changes. The filing contains no updates to deal progression, no amendment requests, no trust value disclosures, and no metrics relevant to redemption windows, extension mechanisms, or sponsor advance activities. Why it matters: As characterized by the reporting persons in the submission, the absence of recorded transactions confirms unchanged insider positions during the current operational phase. This routine disclosure does not alter search timelines, does not signal shifts in sponsor conduct or capital deployment, and leaves pre-deal liquidity and redemption parameters untouched. Regulatory tracking confirms continuous compliance, while investors monitoring insider alignment receive verification that executive and sponsor holdings remain static without new purchases or sales. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the text beyond the corporate titles assigned by the filers.
What changed: Form 8-A for Registration of Certain Classes of Securities pursuant to Section 12(b) of the Securities Exchange Act of 1934, officially registering Units, Class A ordinary shares, and warrants for listing on The Nasdaq Stock Market LLC. The filing registers three distinct security classes for Nasdaq trading: Units (defined as one Class A ordinary share plus one-half of one redeemable warrant), Class A ordinary shares (stating a par value of $0.0001 per share), and whole warrants (exercisable at a fixed price of $11.50 per share). It cross-references the original prospectus under Registration Statement File No. 333-289728, filed August 20, 2025. CEO and Executive Chairman Michael Singer executed the document on October 28, 2025. No amendments alter the externally tracked October 30, 2027 combination deadline or the referenced $10.25 per-share trust value, nor do they modify existing redemption windows. Why it matters: Investors monitoring DYOR should treat this as the definitive mapping of public instrument structure for secondary trading rather than a deal catalyst. The Registrant, acting through Michael Singer, locks in the warrant leverage ratio and strike price ($11.50) while confirming ongoing corporate administration during the searching phase. Because the filing contains no projections, customer metrics, strategic pivots, or extension requests, its primary function is establishing transparent pricing parameters and exchange compliance ahead of any future business combination vote or cash distribution event.
What changed: Amendment No. 2 to Form S-1 Registration Statement for an initial public offering by Insight Digital Partners II, a newly formed blank-check company (SPAC) seeking to raise $150 million. This is a pre-effective amendment filed on October 7, 2025, to the company’s registration statement for its IPO; it replaces the preliminary prospectus. A new feature is the disclosure of non-managing sponsor investors who may purchase membership interests representing founder shares and private placement warrants for $1.75 to $2.00 per unit. The filing includes a detailed description of the sponsor's management structure, with control vested exclusively in Michael Singer. Why it matters: For SPAC tracking: The document specifies the trust at $10.00 per unit ($150M initially, with $150M deposited into trust), a 24-month deadline from IPO closing to complete a business combination, and that public shareholders may redeem regardless of how they vote. The sponsor paid $0.004 per founder share, representing extreme dilution. The management team’s prior SPAC (Insight Acquisition Corp) experienced 99.6% public redemptions after multiple extensions. The target focus is digital economy sectors (payment gateways, stablecoin, crypto miners, HPC, energy, crypto treasury).
What changed: Amendment No. 1 to the Form S-1 registration statement for the initial public offering of Insight Digital Partners II, a blank check company (SPAC) that is still searching for a target. The filing includes the preliminary prospectus and a full suite of form agreements (underwriting, trust, registration rights, insider letter, indemnity, private placement warrant purchase agreements) and exhibits. This is an amendment to the S-1, now dated September 30, 2025. The document's face page describes it as a preliminary prospectus, subject to completion. It outlines the firm's structure: a proposed offering of 15,000,000 units at $10.00 per unit (with a 45-day over-allotment option for up to an additional 2,250,000 units), each unit consisting of one Class A ordinary share and one-half of one redeemable warrant. The document sets forth the terms of the trust account ($150,000,000, or $172.5 million if the over-allotment option is exercised in full), the amount of which is $10.00 per unit, the redemption rights for public shareholders, the 24-month deadline for completing a business combination (subject to extension up to 36 months), the sponsor's nominal purchase of founder shares ($25,000 for 5,750,000 shares), and the private placement warrants. It also includes the registration statement's exhibits, such as the form underwriting agreement and investment management trust agreement. Why it matters: This filing matters because it is the definitive deal structure for this new SPAC. Key points for investors include: - $150,000,000 is to be held in trust, which is $10.00 per unit. - No target has been selected and the company states no substantive discussions have been initiated with any target. - The company has a 24-month deadline to complete a business combination, extendable up to 36 months, but any extension is subject to shareholder approval, and redemptions will be offered in connection with any extension. - The sponsor and its affiliates purchased founder shares for approximately $0.004 per share and will purchase 3,500,000 private placement warrants at $1.00 each. This structure creates significant immediate dilution (approximately $9.78 per share in a maximum redemption scenario). - There is a 15% cap on redemptions by any single public shareholder or group without the company's prior consent (if a shareholder vote is sought). - The company's management team is involved with INAQ, which completed a business combination but saw 99.6% of public shareholders redeem their shares, leaving 92,944 public shares in trust post-close. This history might inform expectations for redemption patterns. - The filing package confirms the underwriter's role and compensation, including $6,000,000 in deferred underwriting commissions held in trust.
What changed: SEC comment response letter (CORRESP) transmitting the Company’s written replies to the Division of Corporation Finance staff regarding Amendment No. 1 to the Form S-1 registration statement. The Company confirmed that Amendment No. 1 was revised to address four SEC staff comments: (1) the cover page and summary now disclose whether additional founder shares will be issued if offering size adjusts under Rule 462(b), including their price and whether private warrant cashless exercises or working capital loan conversions cause material dilution; (2) pages 8 and 119 now table the underwriting agreement’s transfer restrictions per Regulation S-K Item 1603(a)(9); (3) risk factors and the prospectus summary now explain how business combination targets are allocated among the sponsor’s multiple entities, specifically acknowledging management overlap with Drugs Made in America Acquisition Corp. and Drugs Made in America Acquisition II Corp.; and (4) the use of proceeds and underwriting sections now clarify that the $0.40 per unit deferred underwriter compensation is payable “solely on amounts remaining in the trust account” after shareholder redemptions. Why it matters: Investors tracking redemption deadlines and trust value can now see exactly how sponsor compensation structures and equity issuances interact with post-redemption trust balances, removing ambiguity around the $0.40/unit underwriter deferment and establishing clear dilution boundaries for public shareholders. The explicit mapping of how management splits acquisition targets across currently searching SPACs reveals direct internal competition for deal flow, which affects sponsor conduct, extension likelihood, and when the sponsor may prioritize closing versus waiting through the 2027-10-30 deadline. Because the Company attributed all revisions to SEC compliance rather than strategic pivots, the filing signals routine registration maintenance but materially clarifies dilution math and conflict-of-interest guardrails ahead of any business combination vote.
What changed: SEC Division of Corporation Finance comment letter directed to Chief Executive Officer Michael Singer regarding Insight Digital Partners II’s Form S-1 registration statement (File No. 333-289728). The SEC staff mandates four targeted amendments to the August 20, 2025 registration statement. On the cover page and summary, staff requests clarification on whether the sponsor or affiliates may receive additional founder shares to maintain 25% ownership during a Rule 462(b) offering size adjustment, the purchase price for those shares, and whether such issuance or compensation would dilute purchasers’ equity. Staff also demands disclosure on how cashless private warrant exercises and working capital loan conversions into private placement warrants could cause material dilution. Transfer restriction tables on pages 7 and 118 must add underwriting agreement limits per Regulation S-K Item 1603(a)(9). Page 78 risk factors and the prospectus summary must explain how the same executives allocate targets across concurrent vehicles, specifically Drugs Made in America Acquisition Corp. and Drugs Made in America Acquisition II Corp. Pages 20, 196, and 198 must clarify that the $0.40 per unit deferred underwriter fee is payable solely on amounts remaining in the trust account after redemptions, removing ambiguity about whether it tracks total trust residual value or applies only to unredeemed public shares. Why it matters: These comments directly map redemption-dependent capital flows, founder equity retention, and sponsor conduct pathways that control deal viability. By forcing the $0.40 per unit deferred compensation to hinge strictly on post-redemption trust balances, the staff dictates how surviving proceeds fund the business combination and whether the sponsor must issue extra founder shares to preserve the 25% baseline, which instantly impacts public shareholder dilution. Clarifying cashless warrant conversion mechanics exposes secondary leverage that compresses equity value independent of redemption rates. Resolving target-allocation protocols across multiple sponsored SPACs constrains management’s discretionary pacing and establishes fiduciary guardrails before a merger target is selected. Because the staff conditions Rules 460 and 461 acceleration on amendment acceptance, these disclosures gatekeep registration effectiveness, IPO timing, and the subsequent acquisition clock.
What changed: Registration Statement on Form S-1 filed by Insight Digital Partners II, a blank check company (SPAC) seeking to raise $150 million in its initial public offering (IPO). This is the primary registration document for the SPAC's IPO. This is the initial S-1 filing for this SPAC; there are no prior filings to compare against. The document sets forth the proposed terms of the IPO: 15,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant. The trust per-share value is $10.00, not $10.25 as stated in the user prompt. The deadline to complete a business combination is 24 months from the closing of the offering (with potential to extend further). The sponsor purchased 5,750,000 founder shares for $25,000 (~$0.004 per share) and will purchase 3,500,000 private placement warrants at $1.00 each, totaling $3,500,000. Underwriters will separately purchase 1,500,000 private placement warrants. The SPAC's target sectors are described as high-growth digital economy sectors including Payment Gateways, Stablecoin, Exchanges, Crypto Miners, High Performance Computing, Energy, and Crypto Treasury Strategy. Why it matters: This filing establishes the baseline mechanics for all future SPAC actions. Key items for tracking redemption deadlines, trust value, and sponsor conduct include: (1) The trust per-share value is $10.00, not the $10.25 stated in the prompt. (2) The deadline to complete a business combination is 24 months from closing, not October 30, 2027 as stated in the prompt; the actual deadline will depend on the closing date of the offering, not an arbitrary date. (3) The sponsor paid a nominal $0.004 per founder share, creating a significant conflict of interest - the sponsor could profit even if the business combination causes public shareholders to lose value. (4) The sponsor and underwriters are purchasing private placement warrants at $1.00 per warrant, providing downside protection. (5) Non-managing sponsor investors, who may include directors and officers, can purchase membership interests and are not required to vote in favor of or refrain from redeeming their public shares. (6) The sponsor has agreed to indemnify the trust account for certain third-party claims, but has no reserve and the only assets appear to be securities of the company, making this indemnity potentially illusory. (7) There is no specified maximum redemption threshold, meaning the SPAC could close with very few public shares remaining.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.