v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 10 — SUBSEQUENT EVENTS 

 

The Company evaluated subsequent events and transactions that occurred after the accompanying condensed balance sheet date up to the date that the accompanying unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than as set forth below, that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements.

 

On July 6, 2026, in connection with the EGM (as defined below) and the EGM Redemptions (as defined below), the Sponsor converted 5,749,999 Founder Shares on a one-for-one basis into Class A Ordinary Shares (the “Founder Share Conversion”) and waived any right to receive funds from the Trust Account with respect to the Class A Ordinary Shares received upon such conversion and acknowledged that such Class A Ordinary Shares will be subject to all of the restrictions applicable to the original Founder Shares under the terms of the Letter Agreement.

 

On July 10, 2026, the Company held an extraordinary general meeting of shareholders in lieu of an annual general meeting of shareholders (the “EGM”) to approve, among other things, a proposal to amend the Amended and Restated Articles to extend the date by which the Company must consummate an initial Business Combination from July 15, 2026 to January 15, 2027, or such earlier date as determined by the Board (the “Extension Amendment Proposal”).

 

In connection with the vote to approve the Extension Amendment Proposal, Public Shareholders holding 21,226,389 Public Shares (after giving effect to withdrawals of redemptions) exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account (the “EGM Redemptions”). As a result of the EGM Redemptions, approximately $229.9 million (approximately $10.83 per share) was removed from the Trust Account to pay such holders. Following the EGM Redemptions, there are 1,773,611 Public Shares currently issued and outstanding.

 

In connection with the EGM, the Company entered into non-redemption agreements with the Sponsor and a number of shareholders of the Company (each, an “Investor”) in exchange for such Investors agreeing (i) not to redeem (or to validly rescind any redemption requests previously made in respect of), and (ii) to vote or consent (in person or by proxy) in favor of the Extension Amendment Proposal, with respect to an aggregate of 1,650,000 Public Shares at the EGM (the “Non-Redeemed Shares”). In exchange for these commitments by the Investors, the Sponsor agreed to transfer to such Investors an aggregate of 330,000 Founder Shares held by it, at a ratio agreed between the parties promptly following the closing of the Business Combination.

 

Following the Founder Share Conversion and the EGM Redemptions, there were 7,523,610 Class A Ordinary Shares issued and outstanding and one Class B Ordinary Share issued and outstanding.