v3.26.1
Share-Based Compensation
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation
NOTE 9. SHARE-BASED COMPENSATION
As discussed in Note 4, on December 15, 2025, the Sponsor assigned and transferred and aggregate of 255,000 Class B ordinary shares, of $0.0001 par value per share, to the three directors of the Company (85,000 Class B ordinary shares each). The directors are receiving such shares for their role as directors of the Company. The shares granted have the following vesting terms: (i) 8,500 shares, per director (an aggregate of 25,500 shares) vested upon the closing of the Initial Public Offering, (ii) 76,500 shares per director (an aggregate of 229,500 shares) will vest in six equity quarterly installments after the Initial Public Offering date, until the
18-month
anniversary of the Initial Public Offering, and (iii) the shares shall vest immediately upon the closing of an initial Business Combination of the Company. If the director ceases to be a director of the Company, any shares not vested as per the terms noted above will be forfeited for no consideration.
The transfer of the founder shares to the Company’s directors is in the scope of ASC 718. Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 255,000 shares transferred to the Company’s directors is $490,306 or $1.92 per share. The Company recognized share-based compensation expense of $49,031 upon the closing of the Initial Public Offering, as such shares vested at that time in accordance with the terms of the
transfer. The Company established the initial fair value for the directors’ founder shares was measured non-recurring basis was determined using Monte Carlo Simulation Model prepared by a third party valuation firm, which takes into consideration the following market assumptions; (i) likelihood of completing the Initial Public Offering was assumed to be 90%, (ii) the common share price was $9.868 based on implied share price, (iii) likelihood of a Business Combination was determined to be 21.7%, (iv) the implied volatility based on the current quoted prices of the warrants and underlying share was 8.0% and (v) a discount for lack of marketability based on a Finnerty put model yielded 2.5%. The founder shares are classified as Level 3 at the measurement date due to the use of unobservable inputs, and other risk factors. Subsequent
to the closing of the Initial Public offering, an aggregate of 17,425 shares vested which resulted in the Company recognizing an additional $33,504 in share-based compensation expense. For the three months ended March 31, 2026, the aggregate share-based compensation expense was $82,535 and is included in the unaudited condensed statement operations. As of March 31, 2026, there are 212,705 shares remain unvested.