Insight Digital Partners II Launches $150M SPAC IPO for Digital Economy Targets

TL;DR

**DYORU is a high-risk SPAC play with significant dilution potential, so proceed with extreme caution.**

AI Summary

Insight Digital Partners II (DYORU), a blank check company, is offering 15,000,000 units at $10.00 per unit, aiming to raise $150,000,000 in its initial public offering. Each unit comprises one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable at $11.50 per share. The company expects to place $150,000,000 into a U.S.-based trust account. Underwriting discounts and commissions total $9,000,000, with $3,000,000 payable upfront and $6,000,000 deferred. The sponsor, Insight Digital Partners Sponsor LLC, and underwriters will purchase 5,000,000 private placement warrants for $5,000,000. The sponsor also holds 5,750,000 Class B ordinary shares, purchased for $25,000, which will convert to Class A shares. The company targets high-growth digital economy sectors like Payment Gateways and Crypto Miners and has 24 months to complete an initial business combination. Risks include potential dilution from warrant exercises and Class B share conversions, and the ability of public shareholders to redeem a large number of shares.

Why It Matters

This S-1/A filing signals a new SPAC entering the market, targeting high-growth digital economy sectors, which could inject significant capital into emerging tech and crypto-related companies. For investors, it offers a speculative opportunity in a blank check company, but also carries substantial dilution risks from founder shares and private placement warrants. Employees and customers of potential target companies could see new growth opportunities or strategic shifts. The competitive landscape for SPACs remains intense, and DYORU's focus on specific digital niches suggests a targeted approach, but also limits its universe of potential acquisitions.

Risk Assessment

Risk Level: high — The filing explicitly states, "Investing in our securities involves a high degree of risk." Key risks include potential material dilution from the conversion of 5,750,000 Class B ordinary shares (purchased at $0.004 per share) and the exercise of 5,000,000 private placement warrants. Additionally, the ability of public shareholders to redeem a large number of shares could limit the capital available for a business combination, as deferred underwriting commissions are tied to amounts remaining in the trust account.

Analyst Insight

Investors should carefully evaluate the significant dilution potential from founder shares and private placement warrants before considering an investment. Given the blank check nature, a 'wait and see' approach until a definitive business combination target is identified would be prudent, allowing for a more informed assessment of the underlying business risks and opportunities.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

$150,000,000

total Debt

$0

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$150,000,000

revenue Growth

N/A

Key Numbers

• $150,000,000 — Gross proceeds from IPO (Amount to be raised from the offering of 15,000,000 units at $10.00 per unit)
• 15,000,000 — Units offered (Number of units in the initial public offering)
• $10.00 — Public offering price per unit (Price at which each unit is offered to the public)
• $9,000,000 — Total underwriting discounts and commissions (Comprises $3,000,000 upfront and $6,000,000 deferred commissions)
• $11.50 — Warrant exercise price (Price at which each whole warrant entitles the holder to purchase one Class A ordinary share)
• 5,750,000 — Class B ordinary shares held by sponsor (Initially purchased for $25,000, representing significant potential dilution)
• $0.004 — Per share price of Class B ordinary shares (Purchase price paid by the sponsor for Class B shares)
• 5,000,000 — Private placement warrants (To be purchased by the sponsor and underwriters for $5,000,000)
• 24 months — Time to complete initial business combination (Deadline for Insight Digital Partners II to find and complete a merger or acquisition)
• $30,000 — Monthly administrative services payment (Amount payable to the sponsor for office space and administrative services)

Key Players & Entities

• Insight Digital Partners II (company) — Registrant and blank check company
• Michael Singer (person) — Chief Executive Officer and Executive Chairman of Insight Digital Partners II
• Insight Digital Partners Sponsor LLC (company) — Sponsor of Insight Digital Partners II
• Perkins Coie LLP (company) — Legal counsel for the registrant
• Lowenstein Sandler LLP (company) — Legal counsel for the registrant
• Conyers Dill & Pearman LLP (company) — Legal counsel for the registrant
• Cohen & Company Capital Markets (company) — Representative of the underwriters
• Continental Stock Transfer & Trust Company (company) — Trustee for the U.S.-based trust account
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for the S-1/A filing
• Nasdaq Global Market (company) — Intended listing exchange for DYORU securities

FAQ

Risk Factors

• Redemption Risk [high — financial]: Public shareholders have the right to redeem their shares, which could significantly deplete the trust account. If a substantial number of shares are redeemed, the company may not have sufficient funds to complete a business combination, impacting its viability.
• Dilution from Sponsor Shares and Warrants [medium — financial]: The sponsor holds 5,750,000 Class B shares purchased for $0.004 per share, which convert to Class A shares. Additionally, 5,000,000 private placement warrants are held by the sponsor and underwriters. Exercise of these warrants and conversion of Class B shares will dilute existing shareholders.
• Limited Time to Complete Business Combination [high — operational]: The company has only 24 months to identify and complete an initial business combination. Failure to do so will result in liquidation, meaning investors may not see a return on their investment.
• Target Industry Volatility [medium — market]: The company targets high-growth digital economy sectors like Payment Gateways and Crypto Miners. These sectors can be highly volatile and subject to rapid technological changes and regulatory scrutiny, increasing the risk of a failed business combination.
• Underwriting Fees and Expenses [medium — financial]: Total underwriting discounts and commissions amount to $9,000,000, with $3,000,000 paid upfront and $6,000,000 deferred. These costs reduce the net proceeds available for the business combination.
• Sponsor Warrants and Private Placement [medium — financial]: The sponsor and underwriters will purchase 5,000,000 private placement warrants for $5,000,000. These warrants, exercisable at $11.50, represent a potential future dilution and a cost to the company if exercised.
• Lack of Operating History [low — regulatory]: As a blank check company, Insight Digital Partners II has no operating history or established business. This lack of track record makes it difficult to assess its future performance and the success of a potential business combination.

Industry Context

Insight Digital Partners II aims to target high-growth, high-impact sectors within the digital economy. This includes areas like Payment Gateways, Stablecoin, Exchanges, Crypto Miners, Crypto Holding and Trading, High Performance Computing, Energy, and Crypto Treasury Strategy. These sectors are characterized by rapid innovation, significant disruption potential, and increasing investor interest, but also face considerable volatility and evolving regulatory landscapes.

Regulatory Implications

As a Cayman Islands exempted company, Insight Digital Partners II is subject to the regulatory framework of its domicile and the U.S. securities laws governing its IPO and potential business combination. The company's target industries, particularly those related to cryptocurrency, are under increasing scrutiny from global regulators, which could impact the feasibility or structure of a future business combination.

What Investors Should Do

1. Carefully review the 'Risk Factors' section, paying close attention to redemption rights, dilution potential, and the 24-month timeline for a business combination.
2. Monitor the company's progress in identifying and negotiating a business combination target within the specified timeframe.
3. Evaluate the sponsor's track record and expertise in the targeted digital economy sectors.
4. Assess the potential dilution from the sponsor's Class B shares and private placement warrants upon conversion or exercise.

Glossary

Blank Check Company

A shell corporation that is set up to acquire or merge with an existing company. It raises capital through an IPO to fund the acquisition. (Insight Digital Partners II is a blank check company seeking to acquire a target business within 24 months.)

Units

A security that combines two or more different types of securities, typically a stock and a warrant, offered together as a single package. (The IPO offers 15,000,000 units, each containing one Class A ordinary share and one-half of a redeemable warrant.)

Redeemable Warrant

A warrant that gives the holder the right, but not the obligation, to purchase a company's stock at a specified price within a certain timeframe. It is redeemable by the holder. (Each unit includes a warrant exercisable at $11.50, which can be redeemed by public shareholders in connection with a business combination.)

Class B Ordinary Shares

A class of shares typically held by the company's founders or sponsors, often with different voting rights or conversion privileges compared to Class A shares. (The sponsor holds 5,750,000 Class B shares that will convert to Class A shares, potentially diluting public shareholders.)

Trust Account

A segregated account where funds raised from an IPO are held until a business combination is completed or the company liquidates. ($150,000,000 from the IPO proceeds will be placed in a trust account.)

Deferred Underwriting Commissions

A portion of the underwriting fees that is not paid at the closing of the IPO but is instead held in escrow and paid out upon the completion of a business combination. ($6,000,000 of the underwriting fees are deferred and will be released upon completion of a business combination.)

Initial Business Combination

The acquisition or merger that a special purpose acquisition company (SPAC) aims to complete with a target company. (Insight Digital Partners II has 24 months to complete its initial business combination.)

SPAC

Special Purpose Acquisition Company. A blank check company formed to raise capital through an IPO to acquire an existing company. (Insight Digital Partners II is a SPAC, also referred to as a blank check company.)

Year-Over-Year Comparison

This is an S-1/A filing, which is an amendment to the initial S-1 registration statement. As such, it represents an update and refinement of the initial filing rather than a comparison to a prior year's financial performance. Key metrics like revenue, net income, and margins are not applicable at this pre-IPO stage. The primary focus is on the offering structure, use of proceeds, risks, and the company's proposed business combination strategy.

Key Financial Figures

• $150,000,000 — COMPLETION, DATED SEPTEMBER 30, 2025 $150,000,000 Insight Digital Partners II 15,000,
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordinary sh
• $11.50 — ne Class A ordinary share at a price of $11.50 per share, subject to adjustment as des
• $0.20 — 000,000 ____________ (1) Includes (a) $0.20 per unit sold in the offering, or $3,00
• $3,000,000 — $0.20 per unit sold in the offering, or $3,000,000 in the aggregate (or $3,450,000 if the
• $3,450,000 — ing, or $3,000,000 in the aggregate (or $3,450,000 if the underwriters' over -allotment op
• $0.10 — closing of this offering, of which (i) $0.10 per unit will be paid to the underwrite
• $0.40 — ase private placement warrants; and (b) $0.40 per unit sold in the offering, or $6,00
• $6,000,000 — $0.40 per unit sold in the offering, or $6,000,000 in the aggregate (or $6,900,000 if the
• $6,900,000 — ing, or $6,000,000 in the aggregate (or $6,900,000 if the underwriters' over -allotment op
• $2,000,000 — e remaining 5,000,000 public shares, or $2,000,000. See also " Underwriting " for addition
• $172,500,000 — ed in this prospectus, $150,000,000, or $172,500,000 if the underwriters' over -allotment op
• $25,000 — nsor for an aggregate purchase price of $25,000, or approximately $0.004 per share. In
• $0.004 — hase price of $25,000, or approximately $0.004 per share. In July 2025, our sponsor tr
• $1.00 — hare at $11.50 per share, at a price of $1.00 per warrant, or $5,000,000 (or $5,450,0

Filing Documents

• ea0253461-02.htm (S-1/A) — 3953KB
• ea025346102ex1-1_insight2.htm (EX-1.1) — 247KB
• ea025346102ex3-2_insight2.htm (EX-3.2) — 335KB
• ea025346102ex4-1_insight2.htm (EX-4.1) — 17KB
• ea025346102ex4-2_insight2.htm (EX-4.2) — 13KB
• ea025346102ex5-1_insight2.htm (EX-5.1) — 14KB
• ea025346102ex5-2_insight2.htm (EX-5.2) — 24KB
• ea025346102ex10-1_insight2.htm (EX-10.1) — 46KB
• ea025346102ex10-2_insight2.htm (EX-10.2) — 84KB
• ea025346102ex10-3_insight2.htm (EX-10.3) — 125KB
• ea025346102ex10-4_insight2.htm (EX-10.4) — 42KB
• ea025346102ex10-5_insight2.htm (EX-10.5) — 51KB
• ea025346102ex10-6_insight2.htm (EX-10.6) — 100KB
• ea025346102ex10-9_insight2.htm (EX-10.9) — 18KB
• ea025346102ex14-1_insight2.htm (EX-14.1) — 44KB
• ea025346102ex23-1_insight2.htm (EX-23.1) — 2KB
• ex5-1_001.jpg (GRAPHIC) — 6KB
• ex5-2_001.jpg (GRAPHIC) — 13KB
• 0001213900-25-094101.txt ( ) — 8215KB
• ck0002079292-20250930.xsd (EX-101.SCH) — 9KB
• ck0002079292-20250930_def.xml (EX-101.DEF) — 15KB
• ck0002079292-20250930_lab.xml (EX-101.LAB) — 122KB
• ck0002079292-20250930_pre.xml (EX-101.PRE) — 68KB
• ea0253461-02_htm.xml (XML) — 911KB

From the Filing

As filed with the U.S. Securities and Exchange Commission on September 30, 2025. Registration No. 333-289728 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________ Insight Digital Partners II (Exact name of registrant as specified in its charter) _____________________________ Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 17 State Street, Suite 4000 New York, NY 10004 Tel: (212) 739-0495 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) _____________________________ Michael Singer Chief Executive Officer 17 State Street, Suite 4000 New York, NY 10004 Tel: (212) 739-0495 (Name, address, including zip code, and telephone number, including area code, of agent for service) _____________________________ Copies to: Elliott Smith Sarah E. Ross Jordan M. Leon Perkins Coie LLP 1155 Avenue of the Americas New York, New York 10036 Tel: (212) 262 -6900 Alex Davies Conyers Dill & Pearman LLP SIX, Cricket Square, Grand Cayman KY1 -1111 , Cayman Islands Tel: (345) 945 -3901 Daniel L. Forman Lowenstein Sandler LLP 1251 Avenue of the Americas New York, New York 10020 Tel: (212) 204 -8688 _____________________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS $150,000,000 Insight Digital Partners II 15,000,000 Units _____________________________ Insight Digital Partners II is a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectl

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