v3.26.1
Significant Accounting Policies
6 Months Ended
Jun. 30, 2026
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). The financial information provided is unaudited but includes all adjustments which management considers necessary for the fair presentation of the results for the period.

 

Emerging Growth Company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

 

The preparation of the unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the reporting date and the reported amounts of expenses and other income during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that an estimate made as of the reporting date could change in the near term as a result of one or more future confirming events. Actual results could differ materially from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents were $754,952 and nil as of June 30, 2026 and March 15, 2026. Cash and cash equivalents are maintained at financial institutions and may, at times, exceed federally insured limits.

 

Cash and marketable securities held in Trust Account

 

As of June 30, 2026, substantially all of the assets held in the Trust Account were held in a money market fund that invests solely in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in investment income earned on marketable securities held in Trust in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $115,032,370 and $0 of investments held in the Trust Account as of June 30, 2026 and March 15, 2026, respectively.

 

Offering Costs Associated with the Initial Public Offering

 

The Company complies with the requirements of ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs consist principally of professional and registration fees that are directly related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options”, addresses the allocation of proceeds among the components of certain financial instruments. The Company applies this guidance to allocate the Initial Public Offering proceeds from the Units among the Class A ordinary shares, warrants and rights using the residual method, whereby the proceeds are first allocated to the assigned values of the warrants and rights, with the residual amount allocated to the Class A ordinary shares.

 

Offering costs allocated to the Public Shares are charged to temporary equity, while offering costs allocated to the warrants and rights included in the Units, the Private Placement Units and the Representative Shares are charged to shareholders’ deficit. The Company accounts for the Public and Private Placement Rights in accordance with ASC 815, “Derivatives and Hedging” and the Public and Private Placement Warrants in accordance with ASC 815-40, “Contracts in Entity’s Own Equity”. Based on management’s evaluation, the rights and warrants qualify for equity classification and are recorded at their assigned values upon issuance and are not subject to subsequent remeasurement.

 

Class A Ordinary Shares Subject to Possible Redemption

 

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity, as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from the initial book value to the redemption value. Changes in the carrying value of redeemable shares are recorded as adjustments to additional paid-in capital (to the extent available) and accumulated deficit.

 

Accordingly, as of June 30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of June 30, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

 

Public offering proceeds  $115,000,000 
Less:     
Proceeds allocated to public rights  $(3,114,627)
Proceeds allocated to public warrants  $(209,044)
Allocation of offering costs related to redeemable shares  $(2,036,917)
Plus:     
Accretion of carrying value to redemption value  $5,360,588 
Class A ordinary shares subject to possible redemption, June 26, 2026  $115,000,000 
Plus:     
Accretion of carrying value to redemption value  $32,370 
Class A ordinary shares subject to possible redemption, June 30, 2026  $115,032,370 

 

The Class B ordinary shares are classified as a component of stockholders’ deficit since they are not subject to possible redemption outside of the Company’s control.

 

Share Rights

 

The Company accounts for the Public and Private Placement Share Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, ‘Derivatives and Hedging.’ Accordingly, the Company evaluated the rights and classified them as equity at their assigned values.

 

Warrant Instruments

 

The Company accounts for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement, respectively, in accordance with FASB ASC Topic 815, “Derivatives and Hedging,” specifically ASC 815-40, “Contracts in Entity’s Own Equity.” The Company evaluated the warrants and concluded that they meet the criteria for equity classification because the warrants are indexed to the Company’s own ordinary shares and meet the applicable conditions for equity classification under ASC 815-40. Accordingly, the Public Warrants and Private Placement Warrants are classified as equity at their assigned values upon issuance and are not subject to subsequent remeasurement.

 

Net Loss Per Ordinary Share

 

The Company has two classes of ordinary shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss allocable to each class of ordinary shares by the weighted-average number of ordinary shares of the respective class outstanding for the period. Accretion and remeasurement associated with Class A ordinary shares subject to possible redemption are excluded from earnings per share as the redemption value approximates fair value.

The Company has considered the effect of the Public Rights, Private Placement Rights, Public Warrants and Private Placement Warrants in the calculation of diluted net loss per ordinary share. The Rights are convertible into Class A ordinary shares only upon the consummation of an initial Business Combination, and the Warrants are not exercisable until the later of 30 days after the completion of an initial Business Combination or 12 months from the closing of the Initial Public Offering. Accordingly, such securities were excluded from the calculation of diluted net loss per ordinary share for the period presented because the related contingencies had not been satisfied and their inclusion would have been anti-dilutive.

 

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per ordinary share for each class of ordinary shares:

 

   Three Months Ended 
   June 30, 2026 
   Class A 
Redeemable
   Class A
Non-redeemable
   Class B 
Non-redeemable
 
Basic net loss per ordinary shares:            
Numerator:            
Allocation of net loss, basic  $(24,553)  $(891)  $(97,944)
Denominator:               
Basic weighted average ordinary shares outstanding   631,868    22,940    2,520,604 
Basic net loss per ordinary share  $(0.04)  $(0.04)  $(0.04)
                
Diluted net loss per ordinary shares:               
Numerator:               
Allocation of net loss, diluted  $(22,088)  $(802)  $(100,499)
Denominator:               
Diluted weighted average ordinary shares outstanding   631,868    22,940    2,875,000 
Diluted net loss per ordinary share  $(0.04)  $(0.04)  $(0.03)

 

  

For the Period from January 5, 2026

(inception) through

 
   June 30, 2026 
   Class A
 Redeemable
    Class A
Non-redeemable
   Class B
Non-redeemable
 
Basic net loss per ordinary shares:            
Numerator:            
Allocation of net loss, basic  $(20,907)  $(759)  $(161,578)
Denominator:               
Basic weighted average ordinary shares outstanding   324,859    11,794    2,510,593 
Basic net loss per ordinary share  $(0.06)  $(0.06)  $(0.06)
                
Diluted net loss per ordinary shares:               
Numerator:               
Allocation of net loss, diluted  $(18,535)  $(673)  $(164,036)
Denominator:               
Diluted weighted average ordinary shares outstanding   324,859    11,794    2,875,000 
Diluted net loss per ordinary share  $(0.06)  $(0.06)  $(0.06)

 

Income Taxes

 

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 

The Company is considered to be a Cayman Islands business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

 

Fair Value Measurements

 

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 

  Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
     
  Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
   
  Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 

Fair Value of Financial Instruments

 

The carrying amounts of the Company’s financial assets and liabilities, other than investments held in the Trust Account, approximate their fair values primarily due to their short-term nature. Investments held in the Trust Account are measured at fair value on a recurring basis.

 

Recent Accounting Pronouncements

 

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which expands annual and interim disclosures regarding significant segment expenses, other segment items and the role of the chief operating decision maker. The Company adopted ASU 2023-07 upon incorporation. The adoption resulted in additional disclosures and did not have a material effect on the Company’s financial statements.

 

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” and in January 2025 issued ASU 2025-01 to clarify the effective date. The guidance requires additional disclosures about the nature of expenses included in income statement captions. The guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of the guidance and does not expect adoption to have a material effect on its financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards would have a material effect on the Company’s financial statements if adopted currently.