RELATED PARTY TRANSACTIONS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| RELATED PARTY TRANSACTIONS | |
| RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On November 6, 2025, the Company issued an aggregate of 4,312,500 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), in exchange for a $25,000 payment (approximately $0.006 per share) from the Sponsor to cover certain expenses on behalf of the Company. Up to 562,500 of the Founder Shares were subject to complete or partial forfeiture by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. On February 25, 2026, the over-allotment option was partially exercised, and 362,500 Founder Shares were no longer subject to forfeiture. On April 4, 2026, the remaining 200,000 Founder Shares were surrendered pursuant to the expiration of the underwriters’ over-allotment option for no consideration. As of June 30, 2026, there were no longer Founder Shares subject to forfeiture. On February 7, 2026, the Sponsor transferred an aggregate of 587,500 Founder Shares to the independent directors and officers of the Company. The Founder Shares granted to the independent directors and officers are in the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, stock-based compensation associated with equity-classified awards is measured at fair value on the assignment date. The Founder Shares have an aggregate fair value of $1,451,125 or $2.47 per share. The Company recognized stock-based compensation expense of $1,451,125 on February 7, 2026. The Company established the fair value of Founder Shares using Monte Carlo Simulation Model prepared by a third party valuation firm, which takes into consideration the following market assumptions: (i) implied share price of $9.86, and (ii) probability of de-SPAC and instrument-specific market adjustment of 25.0%. For a presentation of the beneficial ownership of all Founder Shares and private placement units held by the Sponsor and each officer and director, and for additional information regarding related-party transactions involving the Sponsor, see “Principal Shareholders” and “Certain Relationships and Related Party Transactions” in the prospectus filed with the Securities and Exchange Commission on February 19, 2026 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (File No. 333-293083). As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the Public Shares issuable upon conversion thereof. The Founder Shares are identical to the Public Shares included in the Units being sold in the Initial Public Offering except that the Founder Shares automatically convert into Public Shares at the time of the initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the initial Business Combination, as may be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. The Sponsor had agreed to forfeit up to an aggregate of 562,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor will not be entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the initial Business Combination. If the initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months following the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Consulting Agreement On April 15, 2026, the Sponsor entered into a Consulting Agreement with Peter Preston, the Company’s Chief Financial Officer, pursuant to which Mr. Preston will provide chief financial officer services to the Company on behalf of the Sponsor through February 18, 2028. The Company is not a party to the agreement. Pursuant to the Consulting Agreement, Mr. Preston is entitled to receive a one-time signing bonus of $19,230.77 and a fixed monthly payment of $8,333.33 (representing an annualized amount of $100,000). As the services being provided benefit the Company, the Company will recognize all fee related to this agreement as an expense. The Sponsor has made a portion of these payments through the revenue share referral fee that the Sponsor receives from Efficiency, and the Sponsor will not seek reimbursement from the Company for amounts paid under this agreement. For the three and six months ended June 30, 2026, the Company recorded $44,231 in expenses to operating and formation costs on the accompanying unaudited condensed statements of operations and also recorded $44,231 as a capital contribution as reflected on the accompanying unaudited condensed statements of shareholders’ equity. Administrative Services Agreement Commencing on February 18, 2026, the Company agreed to reimburse the managing member of the Sponsor in an amount equal to $10,000 per month for office space, secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2026, the Company incurred $30,000 and $43,214 of administrative services fees, respectively, with $33,214 included in accrued expenses in the accompanying condensed balance sheets as of June 30, 2026. Promissory Note — Related Party On November 6, 2025, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of June 1, 2026, or the date on which the Company consummates the Initial Public Offering. The Company had borrowed $67,547 under the Note, which the Company repaid on March 3, 2026. Borrowings under the Note are no longer available. Related Party Loans In addition, in order to finance transaction costs in connection with its initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, such loans may be convertible into private placement-equivalent units of the post-Business Combination entity at a price of $10.00 per unit (“Working Capital Units”), with each unit comprised of one Class A ordinary shares and one-half of one warrant to purchase one Class A ordinary share at an exercise price of $11.50 per share. As of June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans. Transfer Agency and Trustee Services Agreement The Transfer Agency and Trustee Services Agreement with Efficiency (“TATSA”), dated as of December 3, 2025, states that Efficiency may receive a fee from the designated asset manager that manages the Trust Account. The TATSA further provides that Efficiency would share some or all of such fee with the Sponsor. Efficiency would make a monthly payment to the Sponsor out of such fee in an amount up to approximately $10,000 per month (“referral fee”). The referral fees received from Efficiency do not reduce the principal or interest held in the Trust Account. For the three and six months ended June 30, 2026, the Company received $14,802.32 in payments on behalf of the Sponsor, with which the entire amount was recorded to Due to Sponsor in the accompanying condensed balance sheets as of June 30, 2026. |