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

Note 10 — Subsequent Events

 

The Company evaluated subsequent events and transactions that occurred after March 31, 2026, the balance sheet date, and through the date that the accompanying unaudited financial statements were issued. Based upon this review, other than as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying unaudited financial statements.

 

On May 15, 2026, the Sponsor surrendered 1,437,500 Founder Shares for no consideration and the Sponsor now holds 5,750,000 Founder Shares. All share and per share data have been retrospectively presented in the accompanying unaudited financial statements

 

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.

 

Commencing on June 8, 2026, the Company entered into the Administrative Services Agreement with the Sponsor to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support. These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of the Company.

 

The IPO Registration Statement was declared effective on June 8, 2026.

 

On June 10, 2026, the Company consummated the Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,250,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, to the Company’s Sponsor, generating gross proceeds of $2,250,000 in the Private Placement.

 

Pursuant to the closing of the Initial Public Offering, the transaction costs amounted to $6,801,239, consisting of $250,000 of cash underwriting fee, $6,000,000 of deferred underwriting fee, and $551,239 of other offering costs.

 

Following the closing of the Initial Public Offering on June 10, 2026, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of the Private Placement Warrants, were placed in a Trust Account.

 

On June 10, 2026, the Underwriters were paid a cash underwriting discount of $250,000 upon the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to the Deferred Fee of $6,000,000 (or up to $6,900,000 in the aggregate if the Over-Allotment Option is exercised in full) upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.

 

In addition to the Deferred Fee, the Company engaged Santander to provide advisory services to the Company from time to time. As compensation for the services provided under an engagement letter, the Company shall pay Santander a fee equal to $6,000,000 (or up to $6,900,000 in the aggregate if the Over-Allotment Option is exercised in full), payable upon closing of such initial Business Combination. On June 10, 2026, pursuant to the termination clause of the engagement letter, the advisory fee is deemed earned by Santander.

 

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.

 

The Company paid the Sponsor an amount of $11,186 in excess of the outstanding IPO Promissory Note balance at the closing of the Initial Public Offering. Subsequently on June 12, 2026, the Sponsor repaid the $11,186 to the Company.

 

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. The Option Units were sold at a price of $10.00 per Option Unit, generating gross proceeds of $26,000,000. As a result, 650,000 Founder Shares are no longer subject to forfeiture and 100,000 Founder Shares are still subject to forfeiture. The Underwriters have until July 23, 2026 to purchase the remaining 400,000 Option Units.

 

A total of $26,000,000 of the net proceeds from the sale of the additional Option Units was deposited in the Trust Account, bringing the aggregate proceeds deposited in the Trust Account to $226,000,000.

 

As a result of the sale of 2,600,000 Option Units, the Underwriters are entitled to an increase of the Deferred Fee of $780,000, or an aggregate of $6,780,000 upon the completion of the initial Business Combination. In addition to the Deferred Fee, the Company shall pay Santander an increase in fee equal to $780,000, or an aggregate of $6,780,000, payable upon closing of such initial Business Combination.