Subsequent Events |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the accompanying condensed balance sheet date through the date that the accompanying unaudited condensed financial statements were issued. Based upon this review, other than as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements.
On April 13, 2026, the Company and Trasteel Holding S.A., a Luxembourg company (“Trasteel”), entered into a Business Combination Agreement (the “Trasteel BCA”), to which, upon execution and delivery of a joinder thereto, each of (i) a to-be-formed Luxembourg corporation in the form of a public limited liability company (société anonyme) to be registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) (“Pubco”) and (ii) a to-be-formed Cayman Islands exempted company that will be a wholly-owned subsidiary of Pubco (“Merger Sub”) will become a party.
Upon the consummation (the “Closing”) of the transactions contemplated by the Trasteel BCA (the “Trasteel Business Combination”), (a) Pubco will acquire all of the issued and outstanding ordinary shares of Trasteel (the “Trasteel Shares”) from the holders of Trasteel Shares (“Trasteel Shareholders”) in exchange for ordinary shares, par value $0.0001 per share, of Pubco (“Pubco Ordinary Shares”), Trasteel shall become a wholly-owned subsidiary of Pubco and Trasteel Shareholders shall become shareholders of Pubco (the “Share Exchange”); and (b) Merger Sub will merge with and into Trasteel, with Trasteel continuing as the surviving entity and a wholly-owned subsidiary of Pubco, and with Trasteel Shareholders receiving Pubco Ordinary Shares.
Under the Trasteel BCA, immediately prior to the Closing, each outstanding private and publicly traded Unit will be automatically separated into its component securities, consisting of one Class A Ordinary Share and one Right, and thereafter the Rights will be aggregated per holder and converted into Class A Ordinary Shares in accordance with their terms. Also, immediately prior to the Closing, each issued and outstanding Class B Ordinary Share will be automatically converted into one Class A Ordinary Share. At the Closing, each Class A Ordinary Share (including converted Rights and Class B Ordinary Shares) will be cancelled in exchange for the right of the holder thereof to receive one Pubco Ordinary Share.
In order to exchange Trasteel Shares for Pubco Ordinary Shares in accordance with the Trasteel BCA, the Trasteel Shareholders will each sign a separate Share Exchange agreement with the Company, Pubco and Trasteel after the Trasteel Registration Statement (as defined below) becomes effective.
For more information regarding the Trasteel BCA and the proposed Trasteel Business Combination, see the Company’s Current Report on Form 8-K, as filed with the SEC on April 17, 2026, as well as the Registration Statement on Form F-4 with respect to the Pubco Ordinary Shares to be issued in connection with the Trasteel Business Combination (the “Trasteel Registration Statement, once filed, and the other filings that the Company, Trasteel and Pubco may make from time to time with the SEC. |