v3.26.1
PRIVATE PLACEMENT
6 Months Ended
Jun. 30, 2026
PRIVATE PLACEMENT  
PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor and underwriters purchased an aggregate of 500,000 Private Placement Units at a price of $10.00 per Private Placement Unit, or $5,000,000 in the aggregate in a private placement. Each Private Placement Unit consists of one Class A ordinary share (each, a “Private Placement Share”) one-half of one redeemable warrant (each, a “Private Placement Warrant”). Each whole Private Placement Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. Of the 500,000 Private Placement Units, the Sponsor purchased an aggregate of 350,000 Private Placement Units, at a price of $10.00 per unit, for an aggregate purchase price of $3,500,000 and the underwriters purchased an aggregate of 150,000 Private Placement Units, at a price of $10.00 per unit, for an aggregate purchase price of $1,500,000. On February 25, 2026, the Company consummated the sale of an aggregate of 29,000 Private Placement Units to the Sponsor and underwriters in connection with a partial exercise of the over-allotment, at a price of $10.00 per unit, generating gross proceeds of $290,000 in a private placement. Of those 29,000 Private Placement Units, the Sponsor purchased 14,500 Private Placement Units and underwriters purchased 14,500 Private Placement Units.

The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, or their permitted transferees, the Private Placement Warrants (i) will not be redeemable, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis, and (iv) will be entitled to registration rights.

The Sponsor and Company’s management have entered into a letter agreement with the Company, pursuant to which they agree to (i) waive their redemption rights with respect to any shares held by them in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to any shares held by them in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provision relating to the rights of holders of Class A ordinary shares; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (as defined in Note 6) and Private Placement Shares if the Company fails to complete an initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the prescribed time frame and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination.