v3.26.1
Fair Value Measurements
6 Months Ended
Jun. 30, 2026
Fair Value Measurements  
Fair Value Measurements

Note 7 — Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

At June 30, 2026, assets held in the Trust Account were comprised of $775 in cash and $281,656,886 in a U.S. Treasury bill.

At December 31, 2025, assets held in the Trust Account were comprised of $702 in cash and $276,768,182 in a U.S. Treasury bill.

During the six months ended June 30, 2026, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2026 and December 31, 2025 and at issuance (upon consummation of the initial public offering) and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

  ​

June 30, 

December 31, 

Description

  ​ ​ ​

Level

  ​ ​ ​

2026

  ​ ​ ​

2025

Assets:

 

  ​

 

  ​

 

  ​

Investments held in Trust Account

 

1

$

281,656,886

$

276,768,182

Liabilities:

 

  ​

 

 

  ​

Derivative liability – Public Warrants

 

3

$

4,416,000

$

3,551,129

Derivative liability – Private Warrants

 

3

 

31,200

 

25,139

The fair value of the Public Warrants and Private Placement Warrants was determined using the Monte Carlo Simulation Model. The Public Warrants and Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within derivative liabilities - warrants in the accompanying condensed balance sheets. The warrant liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within the condensed statements of operations.

The following tables present the quantitative information regarding market assumptions used in the valuation of the Public Warrants and Private Placement Warrants:

June 30, 2026

 

Private

 

Public

Placement

 

  ​ ​ ​

Warrants

  ​ ​ ​

Warrants

Implied share price

$

10.06

$

10.06

Exercise price

$

11.50

$

11.50

Estimated volatility

 

5.00

%  

 

5.00

%

Remaining term (years)

 

6.43

 

6.43

Risk-free rate (continuous)

 

4.18

%  

 

4.18

%

Redemption price

$

18.00

$

18.00

Implied market adjustment

 

35.4

%  

 

35.4

%

December 31, 2025

 

Private

 

Public

Placement

 

  ​ ​ ​

Warrants

  ​ ​ ​

Warrants

 

Implied share price

$

9.93

$

9.93

Exercise price

$

11.50

$

11.50

Estimated volatility

 

5.00

%  

 

5.00

%

Remaining term (years)

 

6.93

 

6.93

Risk-free rate (continuous)

 

3.86

%  

 

3.86

%

Redemption price

$

18.00

$

18.00

Implied market adjustment

 

31.00

%  

 

31.00

%

The following table presents the changes in the fair value of Level 3 warrant liabilities as of June 30, 2026 and December 31, 2025:

Private

Public

Placement

Warrant

  ​ ​ ​

Warrants

  ​ ​ ​

Warrants

  ​ ​ ​

Liabilities

Fair value as of December 31, 2025

$

3,551,129

$

25,139

$

3,576,268

Change in fair value of warrant liabilities

 

349,671

 

2,479

 

352,150

Fair value as of March 31, 2026

$

3,900,800

$

27,618

$

3,928,418

Change in fair value of warrant liabilities

515,200

3,582

518,782

Fair value as of June 30, 2026

$

4,416,000

$

31,200

$

4,447,200

Private

Public

Placement

Warrant

Warrants

  ​ ​ ​

Warrants

  ​ ​ ​

Liabilities

Warrant liabilities at December 4, 2025 (initial Public Offering)

$

$

$

Issuance of Public and Private Warrants

 

3,652,400

 

25,935

 

3,678,335

Change in fair value of warrant liabilities

 

(101,271)

 

(796)

 

(102,067)

Fair value as of December 31, 2025

$

3,551,129

$

25,139

$

3,576,268