Related Party Transactions |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | Note 6 — Related Party Transactions
Founder Shares
On March 2, 2026, the Sponsor received 7,187,500 Class B Ordinary Shares (such shares, including the Class A Ordinary Shares issuable upon conversion thereof, the “Founder Shares”) in exchange for a payment of $25,000 to a vendor. On May 15, 2026, the Sponsor surrendered 1,437,500 Founder Shares for no consideration and the Sponsor holds 5,750,000 Founder Shares. All share and per share data have been retrospectively presented. Up to 750,000 of the Founder Shares may be surrendered for no consideration depending on the extent to which the Over-Allotment Option is exercised. As of June 10, 2026, at the closing of the Initial Public Offering, the full Over-Allotment Option remained open. Subsequently, on June 12, 2026, the Company closed the issuance and sale of 2,600,000 Option Units in connection with the Underwriters partially exercising the Over-Allotment Option. As a result, 650,000 Founder Shares are no longer subject to forfeiture and 100,000 Founder Shares are still subject to forfeiture.
On June 4, 2026, the Sponsor transferred membership interests equivalent to an aggregate of 75,000 Founder Shares to the three independent directors of the Company. The membership interests represented by the 75,000 Founder Shares granted to the three independent directors are in the scope of ASC 718. Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value on the grant date. Those Founder Shares have an aggregate fair value of $125,250, or $1.67 per share. The Company established the fair value of Founder Shares using the Monte Carlo Simulation Model prepared by a third-party valuation firm, which takes into consideration the following market assumptions; (i) implied Class A Ordinary Share price of $9.85, and (ii) probability of de-SPAC and market adjustment of 17.0%. The membership interests were granted subject to a performance condition (i.e., the occurrence of a Business Combination). The Company will recognize share-based compensation expense of $125,250 at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination). As of March 31, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense was recognized.
The Sponsor and the Company’s officers and directors have entered into the Letter Agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (x) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (y) any other material provisions relating to rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the Business Combination transaction).
Additionally, the Sponsor and the Company’s officers and directors have agreed, pursuant to the Letter Agreement, 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) six months 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 Sponsor and the Company’s officers and directors with respect to any Founder Shares (the “Lock-Up”). Notwithstanding the foregoing, if (1) the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per Public 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 or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-Up. As of March 31, 2026, the Letter Agreement had not been executed.
IPO Promissory Note — Related Party
The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to the IPO Promissory Note. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2026 or closing of Initial Public Offering. As of March 31, 2026, the Company had outstanding borrowings of $78,690 under the IPO Promissory Note. On June 10, 2026, the Company repaid the total outstanding balance of the IPO Promissory Note amounting to $227,028. Borrowings against the IPO Promissory Note are no longer available.
Administrative Services Agreement
Commencing on June 8, 2026, the Company entered into an agreement with the Sponsor to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support (the “Administrative Services Agreement”). These monthly fees pursuant to the Administrative Services Agreement will cease upon the completion of the initial Business Combination or the liquidation of the Company. As of March 31, 2026, the Administrative Services Agreement had not been executed, and no fees for these services were incurred or accrued.
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 Working Capita Loans as may be required. If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of March 31, 2026, no such Working Capital Loans were outstanding. |