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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

 

As described in Note 1, the Company consummated its Initial Public Offering on October 23, 2025 and substantially all of the proceeds are held in a Trust Account and are restricted for the purpose of completing a Business Combination or redeeming the Company’s public shares.

 

 

Emerging Growth Company

Emerging Growth Company

 

The Company is an “emerging growth company” (“EGC”), as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

 

These exemptions include, among others, an exemption from the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements to hold nonbinding advisory votes on executive compensation and shareholder approval of certain golden parachute payments.

 

Section 102(b)(1) of the JOBS Act provides that an EGC may take advantage of an extended transition period for complying with new or revised accounting standards. The Company has elected not to opt out of the extended transition period.

 

As a result, the Company’s financial statements may not be comparable to companies that comply with public company effective dates for new or revised accounting standards.

 

Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period.

 

Actual results could differ from those estimates, and such differences could be material.

 

Cash and cash equivalents

Cash and cash equivalents

 

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2025 and 2024, the Company had cash and cash equivalent of $459,048 and $1,487 respectively.

 

Cash and Investments Held in Trust Account

Cash and Investments Held in Trust Account

 

As of December 31, 2025, the Company had $60,429,224 held in the Trust Account (“Cash and Investments held in Trust Account”).

 

In cash and investments held in the Trust Account comprised of money market funds that invest in U.S. government securities. Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Earnings on cash and investments held in the Trust Account are included in interest earned on cash and investments held in the Trust Account in the accompanying statement of operations. The estimated fair value of cash and investments held in the Trust Account is determined using available market information.

 

Concentration of Credit Risk

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash maintained in financial institutions, which at times may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits.

 

As of December 31, 2025 and 2024, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant credit risk related to these accounts.

 

However, any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

 

 

Offering Costs associated with the IPO

Offering Costs associated with the IPO

 

The Company applies ASC 340-10-S99-1 (SAB Topic 5.A, “Expenses of Offering”) in accounting for offering costs. Offering costs consisted principally of legal, accounting, underwriting and other costs directly related to the IPO. These costs were allocated to the separable financial instruments issued in the IPO based on their relative fair values.

 

Upon completion of the IPO, offering costs allocated to the Public Shares were charged against the carrying value of ordinary shares subject to possible redemption, and offering costs allocated to the Public Rights were charged to additional paid-in capital. See Note 3 for additional detail regarding the IPO structure and related costs.

 

Ordinary shares subject to possible redemption

Ordinary shares subject to possible redemption

 

The Company accounts for its ordinary shares subject to possible redemption in accordance with ASC 480, Distinguishing Liabilities from Equity. Ordinary shares that are subject to mandatory redemption are classified as liabilities and measured at fair value. Conditionally redeemable ordinary shares— including shares with redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control—are classified as temporary equity.

 

The Company’s Public Shares include redemption features that are considered to be outside the Company’s control and, therefore, are classified as ordinary shares subject to possible redemption. As of December 31, 2025, ordinary shares subject to possible redemption of $60,429,224 are presented as temporary equity outside of shareholders’ equity.

 

Immediately upon the closing of the IPO, the Company recognized accretion from the initial carrying value of the ordinary shares subject to possible redemption to their redemption value. Thereafter, the Company recognizes changes in redemption value as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Adjustments to the carrying amount are recorded as charges to additional paid-in capital, or to accumulated deficit if additional paid-in capital is not available.

 

Income Taxes

Income Taxes

 

The Company accounts for income taxes under ASC 740, Income Taxes, using the asset and liability method. Deferred tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, and are measured using enacted tax rates expected to apply in the periods in which those differences are expected to reverse. The effects of changes in enacted tax rates on deferred tax assets and liabilities are recognized in income in the period that includes the enactment date.

 

ASC 740 also prescribes a recognition threshold and measurement attribute for uncertain tax positions. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

 

Under current Cayman Islands law, the Company is not subject to income taxes in the Cayman Islands. Accordingly, income taxes are not levied on the Company in the Cayman Islands. The Company may be subject to U.S. federal and state income taxes, if any, including on interest and other income earned outside of the Cayman Islands, as applicable.

 

The Company may be subject to examination by taxing authorities in the jurisdictions in which it operates and files tax returns. Any interest income earned on U.S. government securities held in the Trust Account is expected to qualify for the portfolio interest exemption or otherwise be exempt from U.S. withholding taxes, subject to applicable limitations and requirements. Potential shareholder-level tax consequences (including possible PFIC considerations) depend on each shareholder’s particular circumstances.

 

 

Net Income (Loss) per Ordinary Share

Net Income (Loss) per Ordinary Share

 

The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Remeasurement of carrying value to redemption value of redeemable ordinary shares is excluded from income (loss) per share as the redemption value approximates fair value. For the year ended December 31, 2025, the Company has not considered the effect of the Rights included in the IPO and Private Placement Units in the calculation of diluted net income (loss) per share, since the conversion of the Rights is contingent upon the occurrence of future events and the inclusion of such Rights would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented. The net income (loss) per share presented in the statements of operations is based on the following:

 

   For the Year Ended
December 31, 2025
   For the period from
March 11, 2024
(inception) to
December 31, 2024
 
Net income (loss)  $245,454   $(79,422)

 

   Redeemable   Non-Redeemable   Redeemable   Non-Redeemable 
  

For the Year Ended

December 31, 2025

   For the period from March 11, 2024 (inception) to December 31, 2024 
   Redeemable   Non-Redeemable   Redeemable   Non-Redeemable 
Weighted-average shares outstanding   1,150,685    2,203,219        2,049,099 
Ownership percentage   34%   66%       100%
Numerators:                    
Allocation of net income (loss)   84,212    161,242        (79,422)
Denominators:                    
Weighted-average shares outstanding   1,150,685    2,203,219        2,049,099 
Basic and diluted net income (loss) per share  $0.07   $0.07       $(0.04)

 

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The carrying values of the Company’s financial instruments, which are primarily short-term in nature, approximate fair value. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used in valuation techniques used to measure fair value, giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

 

Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. Investments held in the Trust Account that are measured at fair value (such as money market funds investing in U.S. Treasury securities) are generally classified within Level 1.

 

Level 2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3 — unobservable inputs for the asset or liability. The following table presents information about the Company’s assets measured at fair value on a recurring basis as of December 31, 2025 and indicates the fair value hierarchy of the inputs used to determine such fair values.

 

       Quoted   Significant   Significant 
       Prices in   Other   Other 
   As of   Active   Observable   Unobservable 
   December 31,   Markets   Inputs   Inputs 
   2025   (Level 1)   (Level 2)   (Level 3) 
Assets:                    
Cash and investments held in Trust Account  $60,429,224   $60,429,224   $   $ 
Cash and cash equivalent   

459,048

    

459,048

    

-

    

-

 

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

Management evaluates newly issued accounting standards on an ongoing basis to determine their potential impact on the Company’s financial statements.

 

Based on its assessment to date, management does not believe that any recently issued, but not yet effective, accounting standards, if adopted, would have a material effect on the Company’s financial statements.