v3.26.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2026
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 6 — COMMITMENTS AND CONTINGENCIES

 

Registration Rights

 

The holders of the Founder Shares, Private Placement Warrants and Class A ordinary shares that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering 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 will be 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 underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On May 19, 2026, the underwriter partially exercised the over-allotment option and purchased an additional 700,000 units at the public offering price.

 

The underwriter received a fixed cash underwriting discount of $250,000 in the aggregate, which was paid upon the closing of the Initial Public Offering.

 

The underwriter is entitled to a deferred underwriting commission of $4,500,000 in the aggregate (or $5,175,000 if the underwriter’s over-allotment option is exercised in full), payable upon completion of the Business Combination. The deferred underwriting commission is subject to adjustment based on redemptions, if any, of Class A ordinary shares.

 

Additionally, the underwriter is entitled to a fixed fee of $4,500,000 in the aggregate (or $5,175,000 if the underwriter’s over-allotment option is exercised in full), for advisory fees payable upon completion of the Business Combination.

 

IPO Advisors

 

D. Boral Capital LLC (“D. Boral”) and ARC Group Securities LLC (“ARC Securities” and together with D. Boral, the “IPO Advisors”) provided consulting and advisory services to the Company in connection with the Initial Public Offering. The IPO Advisors received an aggregate of 200,000 Class A ordinary shares at the closing of the Initial Public Offering as their compensation for such services.