v3.26.1
Fair Value Measurement
 12 Months Ended
Dec. 31, 2025
Fair Value Measurement [Abstract]  
FAIR VALUE MEASUREMENT

NOTE 8. FAIR VALUE MEASUREMENT

 

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 

●Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 

●Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

●Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 

At the date of the Initial Public Offering, May 27, 2025, the fair value of the Public Rights was determined to be $3,404,000 or $0.148 per Public Right. The Public Right valuation was determined based on the market value of the associated Public Units, with a market adjustment which takes into account low market volatility, the likelihood of closing on a business combination and the possibility of a post-acquisition decline in the stock price. The Public Rights have been classified within shareholders’ deficit and will not require remeasurement after issuance. Valuation of the Public Rights is considered a Level 3 valuation. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Rights:

 

   May 27,
2025		 
Unit price  $10.03 
Pre-adjusted value per Public Right  $0.99 
Market adjustment(1)   15.0%
Fair value per Public Right  $0.148 

 

(1)Market adjustment reflects additional factors not fully captured by low volatility selection, which may include likelihood of Business Combination occurring, market perception or lack of available or suitable targets, or possible post-acquisition decline of stock price prior to beginning of the exercise period. The adjustment is determined by comparing traded Public Right prices to simulated model outputs. The market adjustment was determined by calibrating traded Public Rights prices as of the valuation dates.

 

At December 31, 2025, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills and are presented at fair value on the balance sheet.

 

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 

       December 31, 
   Level   2025 
Assets:          
U.S. Treasury Bills   1   $235,632,380