COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
|---|---|
Feb. 28, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | Note 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares and Private Placement Units (and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement signed on February 11, 2026, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, so that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted Maxim Group LLC, the representative of the underwriters, a 45-day option from the date of this prospectus to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.
The underwriters were entitled to a cash underwriting discount of 0.5% of the gross proceeds of the IPO, or $500,000 (or $575,000 if the over-allotment option is exercised in full). Additionally, the Company issued the underwriter 4% of the gross proceeds of its Initial Public Offering as underwriting discounts and commissions in the form the Company’s shares at a price of $10.00 per ordinary share, which equaled 400,000 shares (or 460,000 shares if the underwriter’s overallotment option is exercised in full) upon the consummation of the Company’s Initial Public Offering. In connection with the consummation of the IPO, the Company issued 400,000 Representative Shares to the underwriter.
Representative Shares
On February 28, 2026, the Company issued 400,000 Representative Shares to the underwriter as part of the underwriting compensation. The Representative Shares have deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in the IPO pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales in the IPO, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the date of the commencement of sales in the IPO except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates. |