Shareholders’ Equity |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Shareholders’ Equity [Abstract] | |
| Shareholders’ Equity | Note 7 — Shareholders’ Equity
Ordinary Shares — The Company has unlimited authorized shares with no par value. In April 2021, 100 shares were issued to the initial shareholder. In February 2022, the Company issued another 2,874,900 ordinary shares resulting in an aggregate of 2,875,000 ordinary shares issued to the initial shareholder for an aggregate purchase price of $25,000. In May 2025, the ordinary shares were reclassified into Class A and Class B ordinary shares. Pursuant to the amended and restated memorandum and articles of association, the Company is authorized to issue an unlimited number of shares divided into 200,000,000 Class A ordinary shares of par value each, 10,000,000 Class B ordinary shares of par value each and 5,000,000 preferred shares of par value each. Following these transfers, and the reclassification of shares, the Company’s issued and outstanding ordinary shares consist of 2,875,000 Class B ordinary shares and 0 Class A ordinary shares as of December 31, 2024.
On March 18, 2025, the Company forfeited aggregately 1,437,500 Class B ordinary shares to the Company.
As of March 31, 2026, there were 358,750 Class A ordinary shares issued and outstanding, including 186,250 shares from Private Placement and 172,500 Representative Shares, and excluding 5,750,000 ordinary shares subject to possible redemption. As of March 31, 2026, there were 1,437,500 Class B ordinary shares issued and outstanding.
The shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. In connection with any vote held to approve the initial Business Combination, the Company’s initial shareholder, as well as the Company’s officers and directors, have agreed to vote their respective ordinary shares owned by them immediately prior to this offering and any shares purchased in this offering or following this offering in the open market in favor of the proposed Business Combination.
Shareholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the ordinary shares, except that public shareholders have the right to have their public shares converted to cash equal to their pro rata share of the trust account if they vote on the proposed Business Combination and the Business Combination is completed. |