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COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2026
COMMITMENTS AND CONTINGENCIES.  
COMMITMENTS AND CONTINGENCIES

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

Registration Rights Agreement

The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights to require the Company to register for resale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement, dated February 5, 2026, by and between the Company and the holders party thereto. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters’ Agreement

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any (the “Over-Allotment Option”). On February 9, 2026, the Underwriters exercised their Over-Allotment Option, closing on the 3,000,000 Option Units simultaneously with the Initial Public Offering.

The Underwriters were paid $2,855,000 of cash underwriting fee (net of $250,000 Underwriters’ reimbursement) upon the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to a deferred underwriting discount of $8,050,000 in the aggregate, payable to the representative on behalf of the Underwriters only upon the consummation of an initial Business Combination (the “Deferred Fee”).

Capital Markets Advisor

The Klein Group, LLC (“The Klein Group”), an affiliate of M. Klein and Company, a global strategic advisory firm, acted as the capital markets advisor in connection with the Initial Public Offering. The Klein Group was engaged to represent the Company’s interests only, and is independent of the Underwriters. The Klein Group did not act as an underwriter in connection with Initial Public Offering; it did not identify or solicit potential investors for the Initial Public Offering or otherwise was not involved in the distribution of the Initial Public Offering. Accordingly, The Klein Group neither purchased Public Units in the Initial Public Offering nor did it offer Public Units to the public in connection with the Initial Public Offering, and did not otherwise participate in the Initial Public Offering as defined under Financial Industry Regulatory Authority Rule 5110. On February 9, 2026, simultaneously with the closing of the Initial Public Offering and pursuant to the agreement, the Company paid The Klein Group $250,000, which was included in the offering costs.

Finder’s Fee

On May 8, 2026, the Company engaged an advisor as a finder in identifying potential acquisition opportunities for a fee equal to $3,000,000 if the Company signs definitive transaction documentation in relation to a buyside transaction with a certain target and/or completes a buyside transaction with a certain target during the term of the agreement or the tail periods. The fee is payable at either the signing and or closing of the buyside transaction. As of June 30, 2026, the Company had not entered into a definitive transaction documentation with any target. Accordingly, no liability has been recognized in the accompanying condensed balance sheets.