Subsequent Events |
9 Months Ended |
|---|---|
Sep. 30, 2025 | |
| Subsequent Events | |
| Subsequent Events | Note 9 — Subsequent Events The Company has evaluated subsequent events through the date these condensed financial statements were issued and determined that, other than as set forth below, there were no material subsequent events that would require adjustment or disclosure. On November 11, 2025, the Company’s stockholders approved (i) an amendment (the “November Charter Amendment”) to the Certificate of Incorporation to extend the date by which the Company has to consummate a business combination to December 19, 2026 (or such earlier date as determined by the Company’s Board of Directors); and (ii) an amendment to the IMTA to allow the trustee to liquidate the Trust Account at such time as may be determined by the Company as set forth in the November Charter Amendment (the “November IMTA Amendment”). In accordance with Rule 14c-2 under the Exchange Act, the November Charter Amendment and the November IMTA Amendment became effective December 15, 2025. On December 15, 2025, in connection with the approval and implementation of the November Charter Amendment, the holders of 61,828 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.46 per share, for an aggregate redemption amount of approximately $0.7 million. Following such redemptions, 28,222 Public Shares remain outstanding. On November 24, 2025, the IRS published additional information relating to excise tax on repurchases of corporate stock relating specifically to SPACs. The IRS published that any SPAC that priced its IPO prior to August 16, 2022 is not subject to excise tax on any redemptions as of September 30, 2025. Prior to the issuance of this guidance, the Company timely filed its 2024 excise tax return; however, the Company did not repay its outstanding excise tax obligations. As a result, the Company has incurred approximately $58,000 of interest and penalty from October 1, 2025 through November 24, 2025. As disclosed in Note 1, on April 21, 2025, the Company entered into a Business Combination Agreement, as amended by Amendment No. 1 dated September 26, 2025 (as amended, the “BCA”), with 2744026 Alberta Ltd. (“Alberta”) and F&M Merger Sub 1 Inc. On May 22, 2026, the Company received a Notice of Termination of the BCA from Alberta, purporting to terminate the BCA pursuant to Section 9.1(f)(i) thereof on the basis of certain alleged breaches by the Company. The Company has advised Alberta that it disputes any purported termination of the BCA by Alberta. |