Related Parties |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Parties [Abstract] | |
| RELATED PARTIES | NOTE 5 — RELATED PARTIES
Founder Shares
On October 23, 2025, the Sponsor received 5,750,000 of the Company’s Class B Ordinary Shares (the “Founder Shares”) in exchange for a payment of $25,000.
Up to 750,000 Founder Shares held by the Sponsor are subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will collectively represent 25% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. The underwriter fully exercised the over-allotment option on June 22, 2026, therefore no Class B Ordinary Shares were forfeited or subject to forfeiture.
The Sponsor has agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our Initial Business Combination or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial Business Combination that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances. Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any Founder Shares. We refer to such transfer restrictions throughout as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination or (2) if we consummate a transaction after our initial Business Combination which results in our shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.
General and Administrative Services
The Company entered into an agreement, commencing on the effective date of the Registration Statement on Form S-1 for the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor or an affiliate thereof a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. As of June 30, 2026, the Company has paid the Sponsor $10,000 of administrative costs.
IPO Promissory Note – Related Party
On October 23, 2025, the Sponsor issued an unsecured related party promissory note (the “IPO Promissory Note”) to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of up to $300,000. The IPO Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2026, or (ii) the consummation of the Initial Public Offering. The Company had borrowed $137,325 under the IPO Promissory Note, which was repaid at the closing of the Initial Public Offering on June 17, 2026. Borrowings under the IPO Promissory Note are no longer available.
Working Capital Loans
In order to finance transaction costs in connection with a 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 (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of June 30, 2026 there was no amount outstanding under the Working Capital Loans.
On October 14, 2025, a related party of the Company paid for certain expenses on behalf of the Company totaling $750. This Working Capital Loan is not a drawdown on the above Working Capital Loans, it is non-interest bearing and due on demand. As of June 30, 2026 there was no amount outstanding due to the related party. |