Related Parties |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Parties [Abstract] | |
| RELATED PARTIES | NOTE 5 — RELATED PARTIES
Founder Shares
On December 15, 2025, the Sponsor received 6,325,000 of the Company’s Class B ordinary shares (the “Founder Shares”) for $25,000. As of March 31, 2026 and December 31, 2025, the amount had not yet been paid by the Sponsor and it was recorded as a Subscription Receivable on the unaudited condensed balance sheet.
Up to 825,000 Founder Shares held by the Sponsor are subject to forfeiture by the holders thereof depending on the extent to which the Over-Allotment Option is exercised, so that the number of Founder Shares will collectively represent 25% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On May 8, 2026, the underwriter notified the Company of their partial exercise of the Over-Allotment Option to purchase an additional 917,392 Units at a price of $10.00 per Unit.
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon exercise thereof until the earlier to occur of: (i) 180 days after the completion of our initial Business Combination or (ii) the date following the completion of our initial Business Combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after our initial business combination, the founder shares will be released from the lockup.
General and Administrative Services
The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor or an affiliate thereof a monthly fee of $20,000 for office space, utilities and secretarial and administrative support.
Promissory Note – Related Party
The Sponsor has agreed to loan the Company up to $300,000 under an unsecured promissory note to be used for a portion of the Initial Public Offering expenses. These loans are non-interest bearing, unsecured and are due upon the earlier of December 15, 2026, the closing of the Initial Public Offering, or an earlier event of default. As of March 31, 2026 and December 31, 2025, the outstanding balance on the note was $374,197 and $298,431, respectively.
Working Capital Loans
In order to finance transaction costs in connection with a 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”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, the notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. The units would be identical to the private placement units sold in the private placement. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2026, Working Capital Loan agreement had been entered into and no amounts were outstanding. |