v3.26.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies [Abstract]  
Commitments and Contingencies

Note 6 — Commitments and Contingencies  

 

Registration Rights Agreement

 

The holders of Founder Shares, Public Units and Private Placement Units (and any underlying securities)  that may be issued upon conversion of Working Capital Loans (and their underlying securities), if any, and any Class A Ordinary Shares issuable upon conversion of the Founder Shares and any Class A Ordinary Shares held by the Sponsor at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, are entitled to registration rights pursuant to a registration rights agreement dated April 27, 2026. These holders are entitled to make up to three demands and have “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

The Company granted Citigroup Global Markets Inc., the underwriter of the Initial Public Offering (the “Underwriter”), a 45-day option from the date of the Initial Public Offering to purchase up to an additional 5,400,000 Option Units to cover over-allotments, if any (the “Over-Allotment Option”). On April 29, 2026, the Underwriter elected to fully exercise its Over-Allotment Option to purchase an additional 5,400,000 Option Units at a price of $10.00 per Option Unit.

 

The Underwriter was entitled to a cash underwriting discount of $0.15 per Public Unit, or $6,210,000 in the aggregate, which was paid to the Underwriter upon the closing of the Initial Public Offering. The Underwriter paid the Company an aggregate amount of $4,710,000 at the closing of the Initial Public Offering as reimbursement to the Company for certain of its expenses and fees incurred in connection with the Initial Public Offering.

 

Additionally, the Underwriter is entitled to deferred underwriting discounts and commissions of $16,990,000 in the aggregate, of which (x) $14,490,000 has been placed in the Trust Account; (y) $1,500,000 will be payable to the Underwriter from funds available outside the Trust Account upon the announcement of the execution of a definitive agreement related to the Company’s entry into an initial Business Combination; and (z) $1,000,000 will be payable to the Underwriter at the consummation of an initial Business Combination (the “Deferred Fee”).