v3.26.1
COMMITMENTS AND CONTINGENCIES
12 Months Ended
Mar. 31, 2026
Commitments and contingencies  
COMMITMENTS AND CONTINGENCIES

NOTE 6 — COMMITMENTS AND CONTINGENCIES

 

Registration Rights

 

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or Extension Loan (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans or Extension Loan and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts and commissions. On December 3, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the full exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000.

 

The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,600,000, upon the closing of the Initial Public Offering. The underwriting agreement also provided for a deferred underwriting fee of $0.35 per Unit, or $8,050,000, payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completed a Business Combination, subject to the terms of the underwriting agreement.

 

In connection with the sponsor change transaction, the Company received waivers from the underwriters of the deferred underwriting fees and related rights. Accordingly, no deferred underwriting fees remain payable.

 

Forward Purchase Agreement

 

The Company entered into a Forward Purchase Agreement, as amended (the “Forward Purchase Agreement”) with Camber Base, LLC, (“Camber”) pursuant to which Camber, or any of its subsidiaries or affiliates, may, at the sole written election of Camber, purchase up to $20.0 million units (the “Forward Purchase Units”), for $10.00 per Forward Purchase Unit, in a private placement that will close substantially concurrently with the closing of the Business Combination. One Forward Purchase Unit consists of one Class A ordinary share, at $11.50 per share, subject to adjustment, and one-half of one warrant to purchase Class A Ordinary Shares (a “Forward Purchase Warrant”).

 

The Forward Purchase Warrants will have the same terms as the Public Warrants, and the Forward Purchase Shares will be identical to the Public Shares, except the Forward Purchase Shares will be subject to transfer restrictions and certain registration rights.

 

Camber’s commitment to purchase securities pursuant to the Forward Purchase Agreement is intended to provide the Company with a minimum funding level for a Business Combination. The proceeds from the sale of the Forward Purchase Securities may be used as part of the consideration to be paid to the sellers in a Business Combination, pay for expenses incurred in connection with a Business Combination or for working capital in the post-transaction company. Subject to the conditions in the Forward Purchase Agreement, the purchase of the Forward Purchase Securities will be a binding obligation of Camber, regardless of whether any Class A ordinary shares are redeemed by the public shareholders in connection with a Business Combination.

 

In connection with the sponsor change transaction, the Forward Purchase Agreement was terminated. As a result, neither the Company nor Camber has any further obligations under the Forward Purchase Agreement, and Camber will not purchase any Forward Purchase Units in connection with the Business Combination.

 

Vendor Agreements

 

As of March 31, 2026, the Company had incurred unpaid legal fees of $74,212 which are included in accrued expenses on the accompanying balance sheets. These fees will only become due and payable upon the consummation of a Business Combination.

 

Consulting Agreements

 

On November 27, 2022, the Company entered into an agreement with a transactional and strategic advisory firm (the “First Strategic Advisor”) for advisory services in connection with a potential Business Combination. Pursuant to this agreement, the Company, if the Company consummates a Business Combination., the Company shall pay the First Strategic Advisor, at the consummation of the Business Combination, a cash fee (the “Capital Markets Advisory Fee”) in the amount equal to (i) $1,500,000 plus (ii) an “Incremental Advisory Fee” based on the value of the proceeds held in the Trust Account immediately prior to the closing of the Business Combination (the “Trust Proceeds”). If the Trust Proceeds are: (i) greater than $58,650,000 but less than or equal to $117,300,000, the Company will pay the First Strategic Advisor an Incremental Advisory Fee of $250,000; (ii) greater than $117,300,000 but less than or equal to $175,950,000, the Company will pay the First Strategic Advisor an Incremental Advisory Fee of $1,000,000; or (iii) greater than $175,950,000, the Company will pay the First Strategic Advisor an Incremental Advisory Fee of $2,500,000. The Capital Markets Advisory Fee shall be due and payable to the First Strategic Advisor by the Company at the consummation of the Business Combination. If the Business Combination does not occur or is abandoned, the First Strategic Advisor will not be entitled to the Capital Markets Advisory Fee. The Company will also reimburse the First Strategic Advisor for all reasonable documented out-of-pocket expenses incurred in connection with the consulting agreement, provided that such expenses will not exceed $25,000 in the aggregate without the prior written approval of the Company.

 

On February 1, 2023, the Company entered into a separate agreement with another transactional and strategic advisory firm (the “Second Strategic Advisor”) to provide consulting, advisory and related services in connection with a potential Business Combination. Upon consummation of a Business Combination, the Second Strategic Advisor will purchase from the Company 250,000 Class B ordinary shares at a purchase price of $0.04 per share or $10,000 in aggregate.

 

In connection with the sponsor change transaction, the consulting agreement with the Second Strategic Advisor was terminated, and no shares were issued or are issuable pursuant to the agreement. 

 

Non-Redemption Agreements

 

The Company initially had until March 3, 2023 to consummate a Business Combination, with an automatic three-month extension if the Company signed a definitive agreement with respect to a Business Combination within such 15-month period, as described in the final prospectus for the Initial Public Offering filed pursuant to Rule 424(b)(4) with the SEC on December 2, 2021.

 

In February 2023, prior to signing the Lexasure Business Combination Agreement, the Company prepared to hold an extraordinary general meeting of shareholders to, among other things, seek an extension of the time it had to consummate a Business Combination. On February 27, 2023, in connection with the contemplated meeting, the Company and its then-sponsor entered into non-redemption agreements with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem up to an aggregate of 1,600,000 Class A ordinary shares sold in the Initial Public Offering. In consideration for the non-redemption commitments, the then-sponsor transferred to such third parties an aggregate of 28,000 Class B ordinary shares. Upon execution of the Lexasure Business Combination Agreement, the Company received an automatic three-month extension of the time to consummate a Business Combination until June 3, 2023. As a result, the contemplated meeting was postponed indefinitely and the February 2023 non-redemption agreements automatically terminated in accordance with their terms.

 

On May 18, 2023 and May 22, 2023, the Company entered into non-redemption agreements with certain unaffiliated third parties (the “NRA Holders”) in connection with the Company’s 2023 extraordinary general meeting. Pursuant to these agreements, the NRA Holders agreed either not to request redemption, or to reverse any previously submitted redemption demand, with respect to an aggregate of 4,399,737 Class A ordinary shares sold in the Initial Public Offering. In consideration of these commitments, immediately prior to, and substantially concurrently with, the closing of a Business Combination, the sponsor, or its designees, agreed to surrender and forfeit to the Company, for no consideration, an aggregate of 1,099,935 Class A ordinary shares, and the Company agreed to issue to the NRA Holders a number of Class A ordinary shares equal to the number of such forfeited shares.

 

On February 28, 2025, the Company held an extraordinary general meeting of shareholders at which shareholders approved an amendment to extend the date by which the Company must consummate a Business Combination from March 3, 2025 to March 3, 2026. Effective February 27, 2025, in connection with that meeting, the Company and Vikasati Partners LLC entered into a non-redemption agreement with an unaffiliated third-party shareholder pursuant to which such shareholder agreed not to redeem an aggregate of 200,000 Class A ordinary shares. In consideration of the non-redemption commitment, Vikasati Partners LLC agreed to transfer to such shareholder, immediately prior to the closing of a Business Combination, an aggregate of 80,000 Class A ordinary shares held by Vikasati Partners LLC, provided that such shareholder did not exercise its redemption rights with respect to the non-redeemed shares in connection with the meeting.

 

Effective as of July 11, 2025, Vikasati Partners LLC and Valleypark Road, LLC entered into a purchase agreement pursuant to which, among other things, Vikasati Partners LLC transferred to Valleypark Road, LLC an aggregate of 2,238,999 Class A ordinary shares and one Class B ordinary share, the parties executed an amendment to the letter agreement originally entered into in connection with the Initial Public Offering, Vikasati Partners LLC granted Valleypark Road, LLC voting rights over certain retained shares, and the prior sponsors agreed to cancel an aggregate of 11,700,000 private placement warrants purchased at the time of the Initial Public Offering.

 

On March 2, 2026, the Company held another extraordinary general meeting of shareholders at which shareholders approved an amendment to extend the date by which the Company must consummate a Business Combination from March 3, 2026 to March 3, 2027. Effective February 24, 2026, in connection with that meeting, the Company and Valleypark Road, LLC entered into a non-redemption agreement with an unaffiliated third-party shareholder pursuant to which such shareholder agreed not to redeem an aggregate of 200,000 Class A ordinary shares. In consideration of the non-redemption commitment, Valleypark Road, LLC agreed to transfer to such shareholder, immediately prior to the closing of a Business Combination, an aggregate of 90,000 Class A ordinary shares held by Valleypark Road, LLC, provided that such shareholder did not exercise its redemption rights with respect to the non-redeemed shares in connection with the meeting.

 

Legal Proceedings and Loss Contingencies

 

From time to time, the Company may be subject to claims, legal proceedings or other contingencies arising in the ordinary course of business. The Company accounts for loss contingencies in accordance with ASC 450, Contingencies. An estimated loss from a loss contingency is accrued if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If a loss is reasonably possible but not probable, or if a loss is probable but the amount cannot be reasonably estimated, the Company discloses the nature of the contingency and an estimate of the possible loss or range of loss, if such estimate can be made.

 

As of March 31, 2026, and through the date these financial statements were available to be issued, the Company was not a party to any pending legal proceedings and was not aware of any claims or loss contingencies that would require accrual or disclosure in the accompanying financial statements.