Shareholders' Deficit |
3 Months Ended | ||||||||||||
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Mar. 31, 2026 | |||||||||||||
| Shareholders’ Deficit [Abstract] | |||||||||||||
| SHAREHOLDERS' DEFICIT | NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares
The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2026 and December 31, 2025, there were preference shares issued or outstanding.
Ordinary Shares
The authorized Ordinary Shares of the Company include (i) up to 500,000,000 Class A Ordinary Shares with a par value of $0.0001 per share and (ii) 50,000,000 Class B Ordinary Shares with a par value of $0.0001 per share. If the Company enters into an Business Combination, it may (depending on the terms of such an Business Combination) be required to increase the number of Class A Ordinary Shares that the Company is authorized to issue at the same time as the Company’s shareholder votes on the Business Combination to the extent the Company seeks shareholder approval in connection with the Business Combination. Holders of the Ordinary Shares are entitled to one vote for each Ordinary Share (except as otherwise expressed in the Amended and Restated Articles). As of March 31, 2026 and December 31, 2025, there were 150,000 Class A Ordinary Shares issued and outstanding, excluding 29,900,000 Class A Ordinary Shares subject to possible redemption and no Class A Ordinary Shares, respectively. As of March 31, 2026 and December 31, 2025, there were 9,966,667 Class B Ordinary Shares issued and outstanding.
Warrants
As of March 31, 2026, there were 3,756,250 Warrants outstanding, including 3,737,500 Public Warrants and 18,750 Private Warrants. At December 31, 2025, there were warrants outstanding. Each whole Warrant entitles the holder thereof to purchase one whole Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described herein, at any time commencing immediately after the completion of the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a “cashless basis” under the circumstances specified in the warrant agreement, dated February 3, 2026, by and between the Company and Continental (the “Warrant Agreement”)) and such Class A Ordinary Shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the Warrant Agreement, a warrant holder may exercise its warrants only for a whole number of Class A Ordinary Shares. This means that only a whole Warrant may be exercised at any given time by a Warrant holder. No fractional Public Warrants will be issued upon separation of the Public Units and only whole Public Warrants will trade. The Warrants will expire years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration statement registering, under the Securities Act, the issuance of the Public Shares issuable upon exercise of the Public Warrants. The Company will use its reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the applicable Warrant Agreement. Notwithstanding the above, if the Public Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
After the completion of the Business Combination, the Company may redeem the outstanding Warrants for cash:
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