v3.26.1
Related Parties
6 Months Ended
Jun. 30, 2026
Related Parties [Abstract]  
RELATED PARTIES

NOTE 5 — RELATED PARTIES

 

Founder Shares

 

On August 4, 2025, the Company issued 5,750,000 ordinary shares (the “Founder Shares”) to the Sponsor in exchange for a capital contribution of $25,000 to cover certain of the Company’s expenses. On January 22, 2026, the Company issued an additional 1,150,000 Founder Shares to the Sponsor through a share capitalization, resulting in the Sponsor holding an aggregate of 6,900,000 Founder Shares. All share and per share amounts have been retroactively presented. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (not including the Private Placement Units and assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). On January 26, 2026, the underwriters exercised their over-allotment option in full to be settled as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, the 900,000 Founder Shares are no longer subject to forfeiture.

 

Pursuant to a letter agreement that the initial shareholders, directors and officers have entered into with the Company, with certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to directors and officers and other persons or entities affiliated with the initial shareholders, each of whom will be subject to the same transfer restrictions) until the earlier of: (i) six months after the completion of the initial Business Combination; and (ii) 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. Notwithstanding the foregoing, the Founder Shares will be released from the lock-up if (1) the last reported sale price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period after the initial Business Combination or (2) if the Company completes a transaction after the initial Business Combination which results in all of the Company’s shareholders having the right to exchange their shares for cash, securities or other property.

 

Administrative Support Agreement

 

Commencing on January 22, 2026, the Company agreed to reimburse the Sponsor or an affiliate thereof in an amount equal to $20,000 per month for office space, administrative and support services. 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 and paid $60,000 and $106,667 in fees for these services which are included in general and administrative expenses on the condensed statements of operations.

 

Promissory Note — Related Party

 

On August 4, 2025, the Sponsor issued an unsecured promissory note to the Company (“Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2026, (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determines to not proceed with the Initial Public Offering. As of December 31, 2025, the Company had borrowed $154,900 under the Promissory Note. At the closing of the Company’s Initial Public Offering, on January 26, 2026, the Company repaid the outstanding borrowings under the Promissory Note of $169,053. Borrowing against the Promissory Note is no longer available.

 

Advances from Related Party

 

Advances from related party represent recurring Company expenses advanced by officers on behalf of the Company. As of June 30, 2026 and December 31, 2025, the Company owed $12,193 and $0 to officers, respectively.

 

Working Capital Loans

 

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of June 30, 2026 and December 31, 2025, no Working Capital Loans were outstanding.