Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 6 — Related Party Transactions
Founder Shares
On October 15, 2025, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 founder shares to the Sponsor. Up to 750,000 of the founder shares are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. On April 20, 2026, the underwriter consummated the full exercise of its over-allotment option, resulting in 750,000 founder shares no longer subject to forfeiture.
On March 30, 2026, the Company issued an aggregate of 120,000 founder shares to its three independent directors, with each director receiving 40,000 shares, at a purchase price of $0.004 per share for an aggregate purchase price of $522. In connection with these issuances, the Sponsor surrendered to the Company, for no consideration, an equal number of founder shares. The founder shares issued to the independent directors will be forfeited if the holder ceases to serve as a member of the Company’s board of directors prior to the consummation of the Company’s initial Business Combination. The issuance of the founder shares to the independent directors is accounted for within the scope of FASB ASC Topic 718, “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value on the grant date. The grant-date fair value of the 120,000 founder shares issued on March 30, 2026 was determined to be approximately $534,000, or $4.45 per share. The founder shares were granted subject to a performance condition requiring the continued provision of services through the consummation of the Company’s initial Business Combination. Accordingly, share-based compensation will be recognized when a Business Combination becomes probable, which is generally upon consummation of a Business Combination. The amount recognized will equal the number of founder shares that ultimately vest multiplied by the grant-date fair value per share, less the aggregate purchase price paid for such shares. As of June 30, 2026, the Company determined that the consummation of an initial Business Combination was not considered probable and, accordingly, no share-based compensation expense has been recognized.
The initial shareholders have agreed not to transfer, assign or sell any of its founder shares until the earlier of (i) 180 days 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 or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Private Placement Units
As discussed in Note 5, the Unit Holder Sponsor purchased an aggregate of 235,000 Private Placement Units at a price of $10.00 per Unit, or $2,350,000 in the aggregate, in a private placement.
Promissory Note — Related Party
On October 15, 2025, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. Subsequently, on March 4, 2026, the Sponsor assigned the promissory note to the Unit Holder Sponsor. The loan was non-interest bearing, unsecured and due at the earlier of the date that is 180 days following the date of the promissory note and the closing of the Initial Public Offering. As of December 31, 2025, the Company had an outstanding borrowing of $115,835 under the promissory note. On April 1, 2026, at the closing of the Initial Public Offering, the Company repaid the total outstanding balance of the promissory note amounting to $300,000 by crediting the purchase price due to the Company for the Private Placement Units. Borrowings under the promissory note are no longer available.
Administrative Support Agreement
Commencing on March 30, 2026, the Company entered into an agreement with the Unit Holder Sponsor to pay an aggregate of $20,000 per month for office space, utilities and secretarial and administrative support. Upon completion of a Business Combination or its 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 of administrative services fees.
Reimbursements to Officers
For the three and six months ended June 30, 2026, the Company incurred $4,994 of reimbursable travel expenses to its officers which are included in formation, general and administrative costs in the unaudited condensed statements of operations. As of June 30, 2026, such amount is outstanding and is included in the accrued expenses in the consolidated balance sheets.
Working Capital Loans
In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of 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 such 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. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent units at a price of $10.00 per unit at the option of the lender. Such units and their underlying securities would be identical to the Private Placement Units, including as to exercise price, exercisability and exercise period of the underlying warrants. The terms of such working capital loans by the Sponsor or its affiliates, or the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2026 and December 31, 2025, no such working capital loans were outstanding. |