RELATED PARTIES |
12 Months Ended |
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Dec. 31, 2025 | |
| RELATED PARTIES [Abstract] | |
| RELATED PARTIES | NOTE 5 — RELATED PARTIES
Founder Shares
On October 18, 2024, the Sponsor received 7,187,500 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a payment of $25,000 to a vendor. On March 25, 2025, the Sponsor surrendered 1,354,317 Founder Shares for no consideration and thereafter held 5,833,183 Founder Shares. Shares and associated accounts have been retroactively restated to reflect the surrender of 1,354,317 Class B ordinary shares to the Company for no consideration on March 25, 2025.
Up to 760,850 Founder Shares are subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised, so that the number of Founder Shares will collectively represent 25% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. No Class B ordinary shares were forfeited as the underwriters fully exercised the over-allotment option.
On May 14, 2025 and June 11, 2025, the Sponsor transferred an aggregate of 418,188 of its Founder Shares to the Company’s independent directors and certain members of the Company’s management team for their services. The estimated fair value of these shares is $501,826. On May 30, 2025, the Sponsor transferred an additional 87,500 of its Founder Shares to Meridien Peak as consideration for consulting services. The estimated fair value of these shares is $105,000. The fair value of shares will be recognized as an expense when the initial business combination is probable.
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $11.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.
General and Administrative Services
The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor or an affiliate thereof a monthly fee of $15,000 for office space, administrative and shared personnel support services. For the year ended December 31, 2025, the Company incurred expenses of $85,161 related to this agreement. As of December 31, 2025 there is $0 owed to the Sponsor for this agreement.
Related Party Notes
On April 16, 2025 and June 12, 2025, the Company entered into notes payable with the Sponsor for $300,000 and $450,000, respectively. The Company notes were non-interest bearing with a maturity date that is the earlier of December 31, 2025 or the date the Company completes an IPO. As of the date of the Initial Public Offering, the Company had $450,000 outstanding on these notes, which was repaid in connection with the Private Placement.
Consulting Agreements
The Sponsor is supported by affiliates of Meteora Capital, LLC (“Meteora”), and Meridien Peak, (“Meridien Peak” and together with Meteora, the “Advisors”).
Meteora acts as an advisor to the Company and the Sponsor pursuant to a consulting agreement. In connection with the IPO and Private Placement, the Company incurred issuance costs of $150,000, of which $150,000 was paid from the proceeds of the Private Placement.
Meridien Peak also acts as an advisor to the Company and the Sponsor pursuant to a consulting agreement entered into by Meridien Peak and the Sponsor. In connection with the IPO and Private Placement, the Company incurred issuance costs of $462,915. In addition to these amounts, the Sponsor also transferred 87,500 Founders Shares to Meridian upon consummation of the IPO. These shares have an estimated fair value of $105,000. The fair value of the shares will be recognized as an expense when the initial business combination is probable.
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