v3.26.1
Related Party Transactions
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Related Party Transactions

Note 5 — Related Party Transactions

 

Founder Shares

 

On September 30, 2025, the Company issued an aggregate of 14,375,000 Class B Ordinary Shares (collectively, the “Founder Shares,” which shall be deemed to include the Class A Ordinary Shares issuable upon conversion thereof, unless the context otherwise requires), in exchange for a $25,000 payment (approximately $0.002 per Founder Share) from the Sponsor to cover certain expenses on behalf of the Company. In March 2026, the Sponsor surrendered 2,875,000 Class B Ordinary Shares for no consideration and consequently held 11,500,000 Class B Ordinary Shares. On April 21, 2026, the Company issued, through a share capitalization, an additional 5,750,000 Class B Ordinary Shares to the Sponsor, and on April 23, 2026, the Sponsor surrendered, for cancellation and for no consideration, such 5,750,000 additional Class B Ordinary Shares, resulting in the Sponsor again holding 11,500,000 Class B Ordinary Shares. On April 27, 2026, the Company issued, through a share recapitalization, an additional 2,300,000 Class B Ordinary Shares to the Sponsor, resulting in the Sponsor holding a total of 13,800,000 Class B Ordinary Shares. All share and per share amounts have been retroactively presented (see Note 9).

 

The Founder Shares are identical to the Public Shares except that the Founder Shares automatically convert into Class A Ordinary Shares at the time of the Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the Business Combination, as may be determined by the Board) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. The Sponsor agreed to forfeit up to an aggregate of 1,800,000 Founder Shares to the extent that the Over-Allotment Option was not exercised in full by the Underwriter so that the Founder Shares would represent 25% of the Company’s issued and outstanding Ordinary Shares after the Initial Public Offering. On April 29, 2026, the Underwriter exercised its Over-Allotment Option in full as part of the closing of the Initial Public Offering. As such, the 1,800,000 Founder Shares are no longer subject to forfeiture. The Sponsor will not be entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the Business Combination. If the Business Combination is not completed within the Combination Period, the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it.

 

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the Business Combination or (B) subsequent to the Business Combination (the date on which the Company consummates a transaction that results in all of the Company’s shareholders having the right to exchange their shares for cash, securities, or other property subject to certain limited exceptions, as set forth in the IPO Registration Statement).

 

IPO Promissory Note — Related Party

 

On September 30, 2025, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “IPO Promissory Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2026, or the date on which the Company consummates the Initial Public Offering. On April 29, 2026, the Company repaid the total outstanding balance of the IPO Promissory Note amounting to $285,138. Borrowings under the IPO Promissory Note are no longer available. As of June 30, 2026 and December 31, 2025, the Company had outstanding borrowings of $0 and $4,503, respectively, under the IPO Promissory Note.

 

Administrative Support Agreement

 

The Company has agreed, commencing on April 28, 2026 through the earlier of the Company’s consummation of its initial Business Combination or its liquidation, to reimburse the managing member of the Sponsor in an amount equal to $30,000 per month for office space, utilities and secretarial and administrative support. For the three and six months ended June 30, 2026, the Company incurred and paid $60,000, under this agreement.

 

Working Capital Loans

 

In addition, in order to finance transaction costs in connection with its initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial 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. If the Sponsor makes any Working Capital Loans, up to $1,500,000 of such loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units and their underlying securities would be identical to the Private Placement Units. As of June 30, 2026 and December 31, 2025, the Company had no borrowings under any Working Capital Loans.