v3.26.1
Related Party Transactions
12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Related Party Transactions

Note 5—Related Party Transactions

 

Founder Shares

 

On August 20, 2025, the Sponsor paid an aggregate of $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 of the Company’s Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture by the Sponsor to the extent the underwriters’ over-allotment option was not exercised in full. Upon the underwriters’ full exercise of the over-allotment option on January 23, 2026, these shares were no longer subject to forfeiture.

 

The Sponsor and the Company’s executive officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) 180 days after the completion of a business combination; and (B) the date following the completion of its initial business combination 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 Class A ordinary shares for cash, securities or other property.

 

Promissory Note - Related Party

 

On August 13, 2025, the Company issued a promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $400,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2025 or the closing of the Initial Public Offering. As of December 31, 2025, there was $105,250 outstanding under the Promissory Note. The Company repaid $130,120 at the closing of the Public Offering. Borrowings under the note are no longer available.

 

Administrative Services and Indemnification Agreement

 

The Company entered into an agreement (the “Administrative Services and Indemnification Agreement”) commencing January 15, 2026 through the earlier of the Company’s consummation of a business combination and its liquidation to pay an affiliate of the Sponsor $15,000 per month for office space and administrative services and provide indemnification to the Sponsor from any claims arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Company’s activities or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account. For the year ended December 31, 2025, the Company incurred expenses of $0 for services under this agreement, which were included in the general and administrative expenses on the accompanying statement of operations. As of December 31, 2025, $0 is included in accounts payable and accrued expenses in the accompanying balance sheet. 

 

Working Capital Loans

 

In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. 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. There have been no borrowings under this arrangement to date. Such Working Capital Loans may be convertible into Private Placement Shares of the post-business combination entity at a price of $10.00 per share at the option of the lender. 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 Working Capital Loans. There were no Working Capital Loans outstanding at December 31, 2025.