SHAREHOLDERS’ DEFICIT |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| SHAREHOLDERS’ DEFICIT [Abstract] | |
| SHAREHOLDERS’ DEFICIT |
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. At March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.
Class A Shares — The Company is authorized to issue a total of 400,000,000 Class A Shares at par value of $0.0001 each. At March 31, 2026 and December 31, 2025, there were 175,000 Class A Shares issued or outstanding, excluding 22,000,000 shares subject to possible redemption.
Class B Shares — The Company is authorized to issue a total of 50,000,000 Class B Shares at par value of $0.0001 each. On July 31, 2024, the Company issued 7,187,500 Class B Shares to Sponsor for $25,000, or approximately $0.003 per share. Subsequently, in October 2024, Sponsor forfeited an aggregate of 1,437,500 Founder Shares, such that Sponsor owned an aggregate of 5,750,000 Founder Shares. Following and as a result of that forfeiture of Founder Shares, Sponsor was deemed to have purchased the Founder Shares for $0.004 per share. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option was not exercised by the underwriter in full. As of February 14, 2025, due to the underwriter’s option to partially exercise its over-allotment option, Sponsor forfeited 250,000 Founder Shares and there were 5,500,000 Class B Shares issued and outstanding. At March 31, 2026 and December 31, 2025, there are 5,500,000 Class B Shares issued and outstanding.
The Founder Shares will automatically convert into Class A Shares in connection with the consummation of an initial business combination or earlier at the option of the holder on a basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B Shares convert into Class A Shares will be adjusted (unless the holders of a majority of the outstanding Class B Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, 20% of the sum of (i) the total number of all Class A Shares outstanding upon the completion of the Initial Public Offering (including any Class A Shares issued pursuant to the underwriter’s over-allotment option and excluding the Class A Shares underlying the shares underlying the Private Placement Units issued to Sponsor), plus (ii) all Class A Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent shares issued to Sponsor or any of its affiliates or to officers or directors upon conversion of Working Capital Loans); provided, that the Distributable Shares and Sponsor’s forfeiture of a number of Class B Shares equal to the number of Distributable Shares will be disregarded for purposes of this adjustment. Such adjustment may result in material dilution to Public Shareholders. Holders of record of the Company’s Class A Shares and Class B Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Articles or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the Articles, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s Articles, such actions include amending the Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial business combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can appoint all of the directors. Prior to the consummation of an initial business combination, only holders of the Class B Shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A Shares will not be entitled to vote on these matters during such time. These provisions of the Articles may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of an initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.
Rights
Except in cases where the Company is not the surviving company in an initial business combination, each holder of a Right will automatically receive (1/10) of one Class A Share upon consummation of an initial business combination, even if the holder of a Right redeemed all Class A Shares held by him, her or it in connection with the initial business combination or an amendment to the Articles with respect to pre-initial business combination activities. In the event the Company will not be the surviving company upon completion of the initial business combination, each holder of a Right will be required to affirmatively convert his, her or its Rights in order to receive the (1/10) of one Class A Share underlying each Right upon consummation of an initial business combination.
No additional consideration will be required to be paid by a holder of Rights in order to receive his, her or its additional Class A Shares upon consummation of an initial business combination. The Class A Shares issuable upon conversion of the Rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for an initial business combination in which it will not be the surviving entity, the definitive agreement will provide for the holders of Rights to receive the same consideration per ordinary share the holders of the Class A Shares will receive in the transaction on an as-converted into Class A Shares basis.
The Company will not issue fractional Class A Shares in connection with an exchange of Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with Cayman Islands law. As a result, the holder must hold Rights in multiples of 10 in order to receive Class A Shares for all of their Rights upon closing of an initial business combination. If the Company is unable to complete an initial business combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any of such funds with respect to their Rights, nor will they receive any distribution from assets held outside of the Trust Account with respect to such Rights. Further, there are no contractual penalties for failure to deliver securities to the holders of the Rights upon consummation of an initial business combination. Additionally, in no event will the Company be required to cash settle the Rights. Accordingly, the Rights may expire worthless.
|