Related Party Transactions |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 5 — Related Party Transactions
Founder Shares
On June 27, 2025, the Company issued to the Sponsor 1,437,500 shares of Class B ordinary shares with no par value (the “Founder Shares”) for an aggregated consideration of $25,000, or approximately $0.017 per share. On November 25, 2025, the Sponsor paid $25,000, or approximately $0.015 per share, in exchange for 1,916,667 founder shares, and subsequently 1,437,500 of the founder shares were repurchased by the Company for an aggregate purchase price of $25,000. On January 14, 2026, the Sponsor paid $25,000, or approximately $0.0065 per share, in exchange for 3,833,333 founder shares (of which an aggregate of up to 500,000 shares are subject to forfeiture if the over-allotment option is not exercised in full or in part by the Representative), and subsequently 1,916,667 of the founder shares were repurchased by the Company for an aggregate purchase price of $25,000.
The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months after the completion of the Company’s initial Business Combination or (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). Notwithstanding the foregoing, if the last sale price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day after the initial Business Combination, the Founder Shares will be released from the Lock-up.
Promissory Note — Related Party
The Sponsor has agreed to loan the Company up to $350,000 under an unsecured promissory note to be used for a portion of the expenses of the IPO (the “Note”). The loan is non-interest bearing, unsecured and shall be payable promptly after the date on which the Company consummates an IPO. As of March 31, 2026 and December 31, 2025, the Company had borrowed $170,551 and $139,726, respectively, under the Note, which is due as demanded. As of the date of these unaudited condensed financial statements, the Sponsor has not demanded repayment.
Working Capital Loans
In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans. 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 the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,150,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units issued to our sponsor. The terms of Working Capital Loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement
Commencing on January 30, 2026, the date when the Company’s securities were first listed on NYSE, the Company entered into an agreement with the Sponsor or an affiliate to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support. As of March 31, 2026, the balance due to the Sponsor or an affiliate for general and administrative services amounted to $20,000. |