v3.26.1
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2026
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

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

Extraordinary General Meeting and Approval of Extension

On August 11, 2026, the Company convened an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) at which shareholders were asked to vote on, among other things, (i) a proposal to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate a business combination from August 19, 2026 to April 15, 2027 (the “Extension Amendment Proposal”), and (ii) a proposal to eliminate the limitation that the Company may not redeem Public Shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934) of less than $5,000,001 (the “Redemption Limitation Amendment Proposal”). At the Extraordinary General Meeting, holders of 21,395,701 of the Company’s ordinary shares, representing approximately 84.05% of the ordinary shares outstanding and entitled to vote as of the record date, were represented in person or by proxy, constituting a quorum for the transaction of business at such meeting. The Company’s shareholders approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, with each proposal receiving 18,578,574 votes in favor, 2,817,127 votes against and no abstentions. As there were sufficient votes to approve the Extension Amendment Proposal and the Redemption Limitation Proposal, the Adjournment Proposal was not presented to shareholders. In connection with the vote to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, holders of approximately 19.0 million Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.85 per share, for an aggregate redemption amount of approximately $206.6 million, leaving approximately $10.5 million in the Trust Account.

Amendment to Amended and Restated Memorandum and Articles of Association

As the shareholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extraordinary General Meeting, on August 11, 2026, the Company filed the amendments to the Company’s amended and restated memorandum and articles of association with the Registrar of Companies of the Cayman Islands, effective August 11, 2026.

Conversion of Founder Shares

On August 12, 2026, the Sponsor, holding all of the issued and outstanding Class B ordinary shares, elected to convert all of their Class B ordinary shares into Class A ordinary shares, par value $0.0001 per share, of the Company, on a one-for-one basis, in accordance with the Company’s amended and restated memorandum and articles of association (the “Conversion”). As a result, 4,999,999 Class B ordinary shares were cancelled and 4,999,999 Class A ordinary shares were issued to the Sponsor. The Sponsor agreed that all of the terms and conditions applicable to the Class B ordinary shares set forth in the Letter Agreement, dated August 15, 2024, by and among the Company, the Sponsor and the Company’s officers and directors, including the voting agreement, transfer restrictions and the waiver of any right, title, interest or claim in or to any monies held in the trust account, shall continue to apply to the Class A ordinary shares into which the Founder Shares were converted. Following the Conversion, the Company had approximately 6,422,333 Class A ordinary shares issued and outstanding and one Class B ordinary share issued and outstanding.