v3.26.1
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 9: SUBSEQUENT EVENTS

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed interim financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed interim financial statements, other than as noted below.

 

Initial Public Offering

 

In April 2026, the Company modified the following key terms of the Initial Public Offering and Private Placement, which have been retroactively reflected in the unaudited condensed interim financial statements and disclosed in the respective notes to the unaudited condensed interim financial statements:

 

1. Changed the composition of the rights to one-seventh (1/7th) of one right (originally one-tenth (1/10th) of one right), with each right entitling the holder to receive one Class A ordinary share upon the consummation of an initial Business Combination (Notes 3 and 4):

 

2. Increased the private placement to 618,500 Private Placement Units (or 671,000 Private Placement Units if the underwriters’ over-allotment is exercised in full) (originally 595,500 Private Placement Units (or 655,500 Private Placement Units if the underwriters’ over-allotment is exercised in full)) (Note 4); and

 

3. Decreased the cash underwriting fees to $0.175 per Unit (originally $0.20 per Unit), or $3,500,000 in the aggregate (or $4,025,000 in the aggregate if the underwriters’ over-allotment is exercised in full), to be paid upon the closing of the Initial Public Offering (Note 6).

 

On April 27, 2026, the Company authorized a stock split in a 1.03-for-one ratio, resulting in the Sponsor holding 6,750,000 Class B ordinary shares, which stock split has been retroactively presented in the unaudited condensed interim financial statements (Notes 5 and 7).

 

The registration statement for the Company’s Initial Public Offering was declared effective on May 13, 2026. On May 15, 2026, the Company consummated the Initial Public Offering of 23,000,000 Units including 3,000,000 additional public Units as the underwriters’ over-allotment option was exercised in full, at $10.00 per Unit, generating gross proceeds of $230,000,000 (see Note 3).

 

Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the Private Placement of 671,000 units including 52,500 additional Private Placement Units as the underwriters’ over-allotment option was exercised in full to the Sponsor and the underwriters, at a price of $10.00 per Private Placement Unit, generating total proceeds of $6,710,000 (see Note 4).

 

Founder Shares

 

On May 12, 2026, the Sponsor transferred 60,000 Founder Shares to the three independent directors (20,000 Founder Shares per director) of the Company, at a price of $0.0037037 per share. Each buyer paid $74.07 for an aggregate purchase price of $222.21 in consideration of the assignment of shares. If the director ceases to be a director of the Company for any reason before the consummation of the Business Combination, at the Sponsor’s election, it will either repurchase the shares at the purchase price or forfeit the shares back to the Company for no consideration. The Founder Shares will automatically convert into shares of Class A ordinary shares at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s certificate of incorporation (see Note 5).

 

Administrative Services Agreement

 

Commencing on May 15, 2026, the Company entered into an agreement to pay the Sponsor a total of up to $55,556 per month for office space and administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees (see Note 5).

 

Due to Related Party

 

During the period from April 1, 2026 through May 15, 2026, the Sponsor paid certain costs totaling $76,301 on behalf of the Company, resulting in an amount due to the related party of $91,301, which was repaid upon the closing of the Initial Public Offering. As of May 15, 2026, the amount due to the related party was $0 (see Note 5).