RELATED PARTY TRANSACTIONS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| RELATED PARTY TRANSACTIONS | |
| RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On October 27, 2025, the Sponsor and independent directors (“Initial Shareholders”) paid $25,000, or approximately $0.003 per share to cover certain of the Company’s offering and formation costs in exchange for 7,666,667 Class B ordinary shares (the “Founder Shares”) issued to the Initial Shareholders. The Sponsor holds 7,546,667 Founder Shares, and each of the three independent directors holds 40,000 Founder Shares. The Founder Shares included an aggregate of up to 1,000,000 shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares collectively represents 25% of the Company’s issued and outstanding shares at the completion of the Initial Public Offering. On February 11, 2026, the underwriters exercised their over-allotment option in full to be settled as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 1,000,000 Founder Shares are no longer subject to forfeiture by the Sponsor. The Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale 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 after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note — Related Party On November 7, 2025, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2026 or (ii) the consummation of the Initial Public Offering. The Company had borrowed $132,234 under the Promissory Note, which was repaid at the closing of the Initial Public Offering on February 11, 2026. Borrowings under the Promissory Note are no longer available. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, any of their respective affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $0.90 per warrant. As of June 30, 2026 and December 31, 2025, there are no Working Capital Loans outstanding. Administrative Services Agreement Commencing on February 9, 2026, the effective date of the registration statements for the Initial Public Offering, the Company entered into an agreement with the Sponsor to pay an aggregate of $30,000 per month for office space and administrative support. The Company incurred $90,000 and $135,000 in such fees included as general and administrative expenses on the accompanying unaudited condensed statements of operations for the three and six months ended June 30, 2026, respectively. |