v3.26.1
Related Party Transactions
6 Months Ended
May 31, 2026
Related Party Transactions [Abstract]  
Related Party Transactions

Note 5 — Related Party Transactions

 

Founder Shares

 

On November 21, 2025, the Sponsor made capital contributions of $25,000 in the aggregate, or approximately $0.003 per share, to cover certain of the Company’s expenses, for which the Company issued 7,666,667 Class B ordinary shares, $0.0001 par value (the “Founder Shares”). Up to 1,000,000 of the Founder Shares were subject to forfeiture for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. On February 27, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, the 1,000,000 Founder Shares are no longer subject to forfeiture.

 

The Insiders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the Lock-up.

 

Administrative Services Agreement 

 

Commencing on February 26, 2026, the Company entered into an agreement with the Sponsor to pay an aggregate of $20,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $20,000 per month fee. For the three and six months ended May 31, 2026, the Company incurred fees of $60,000 for these services.

 

Promissory Note — Related Party

 

The Sponsor agreed to loan the Company an aggregate of up to $250,000 to be used for apportion of the expenses of the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest bearing, unsecured, and was due at the earlier of (i) June 30, 2026, (ii) the date on which the Company consummates the Initial Public Offering of its securities, or (iii) the date which the Company determines not to proceed with the Initial Public Offering. As of May 31, 2026 and November 30, 2025, the Company had no outstanding borrowings under the Promissory Note. On March 4, 2026, subsequent to the Initial Public Offering, the Company fully repaid the outstanding borrowings under the Promissory Note. Borrowing against the note is no longer available.

 

Related Party Loans

 

In order to finance transaction costs in connection with an intended initial Business Combination, the Insiders or their affiliates may, but are not obligated to, loan the Company funds as may be required on a non-interest basis. If the Company completes an initial Business Combination, the Company would repay such loaned amounts unless the lender seeks to convert such amounts as described below. In the event that the initial Business Combination does not close, the Company may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $10.00 per Unit at the option of the lender. Such units would be identical to the Private Placement Units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. As of May 31, 2026 and November 30, 2025, no such Working Capital Loans were outstanding.