v3.26.1
RELATED PARTY TRANSACTIONS
6 Months Ended
Feb. 28, 2026
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

Note 5 — RELATED PARTY TRANSACTIONS

 

Founder Shares

 

Pursuant to the Founder Share Subscription Agreement dated August 21, 2025, the Sponsor agreed to purchase 1,725,000 founder shares (the “Founder Shares”) for an aggregate price of $25,000, with a par value $0.0001. Subsequently, in January 2026, the Company entered an amended and restated securities subscription agreement with the Sponsor, pursuant to which the Sponsor received an additional 2,108,333 founder shares for no additional consideration, increasing the total issued and outstanding ordinary shares to 3,833,333. Of these, up to 500,000 ordinary shares are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. Shares are presented on a retroactive basis.

 

As of February 28, 2026, there were 3,833,333 ordinary shares issued and outstanding, includes an aggregate of up to 500,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

 

The Founder Shares, except as described below, are identical to the ordinary shares included in the units being sold in the Initial Public Offering, and holders of Founder Shares have the same shareholder rights as public shareholders, except that (a) the Founder Shares are subject to certain transfer restrictions, as described in more detail below; (b) the Company’s initial shareholders have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and private placement shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares held by them in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s public shares in connection with an initial business combination or to redeem 100% of the public shares if the Company has not consummated the Company’s initial business combination within the timeframe set forth therein or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if the Company fails to complete its initial business combination within 15 months from, February 13, 2026, the closing of the Initial Public Offering, or during any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the Company’s initial business combination within the prescribed time frame) and (c) are entitled to certain registration rights to provide for the resale of such shares under the Securities Act. If the Company submits its initial Business Combination to its public shareholders for a vote, its founder has agreed (and its permitted transferees will agree) to vote their Founder Shares, private placement shares and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction) in favor of its initial Business Combination. The other members of the Company’s management team have entered into agreements similar to the one entered into by the Company’s Sponsor with respect to any public shares acquired by them in or after the IPO.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent of any liability for such third-party claims.

 

Furthermore, the Sponsor has agreed (A) to vote the ordinary shares underlying the private units, or “private shares,” in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to the Company’s post-offering amended and restated memorandum and articles of association that would stop the Company’s public shareholders from converting or selling their shares to the Company in connection with a business combination or affect the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete a business combination within 15 months from the closing of the IPO, unless the Company provide public shareholders with the opportunity to redeem their public shares from the trust account in connection with any such vote, (C) not to convert any private shares for cash from the trust account in connection with a shareholder vote to approve the Company’s proposed initial business combination or a vote to amend the provisions of the Company’s post-offering amended and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activity, and (D) that the private shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated.

 

The Sponsor has also agreed not to transfer, assign or sell any of the Founder Shares until the earlier of (x) six months after the date of the consummation of our initial business combination or (y) the date on which the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share surrenders, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (z) we consummate a subsequent liquidation, merger, share exchange or other similar transaction after our initial Business Combination which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Further, the Sponsor has also agreed not to transfer, assign or sell any of the private units or underlying securities (except to the same permitted transferees as the initial shares and provided that the transferees agree to the same terms and restrictions as the permitted transferees of the initial shares must agree to, each as described above) until after the completion of its initial business combination.

 

Due to Sponsor

 

As of February 13, 2026, the Sponsor has advanced the Company in the amount of $18,796, which is non-trade, unsecured, non-interest bearing and is due on demand. As of August 31, 2025, the Company had not received any advances from the Sponsor.

 

Promissory Note – related party

 

On August 29, 2025, the Sponsor agreed to loan the Company up to an aggregate amount of $500,000 to be used, in part, for transaction costs incurred in connection with the Initial Public Offering (the “Promissory Note”). The Promissory Note was unsecured, interest-free and due on the earlier of: (i) March 31, 2026 or (ii) the date on which the Company closes the Initial Public Offering.

 

As of February 28, 2026 and August 31, 2025, the principal amount due and owing under the Promissory Note was nil and $93,511 respectively. In connection with the closing of our IPO, the Sponsor instructed the Company to offset repayment of an amount of $278,496 outstanding under such Promissory Note against a corresponding portion of the purchase price for the Private Placement Units.

 

Related Party Loans

 

In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it intends to repay such loaned amount at closing. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. As of February 28, 2026 and August 31, 2025, the Company had no borrowings under the Related Party Loans.

 

Administrative Support Services

 

Commencing February 11, 2026, the Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support, in the aggregate for up to 15 months. Upon completion of its initial Business Combination or its liquidation, the Company will cease paying these monthly fees.

 

For the three and six months ended February 28, 2026, the Company has accrued $5,714 and $5,714, respectively, for the administrative support services provided by the Sponsor.

 

As of February 28, 2026 and August 31, 2025, the balance of amount due to the Sponsor related to the administrative supporting service were $5,714 and nil, respectively.