Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 6 - Related Party Transactions
Founder Shares
On April 4, 2025, the Company issued an aggregate of 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Founder Shares” or “Class B ordinary shares”), in exchange for a $25,000 payment (approximately $0.004 per share) from the Sponsor to cover certain expenses on behalf of the Company. Up to 750,000 of the Founder Shares were subject to surrender for no consideration depending on the extent to which the underwriters’ Over-Allotment Option in the Initial Public Offering was exercised. As the underwriters exercised their Over-Allotment Option in full, none of the Founder Shares are subject to such surrender.
The Founder Shares are identical to the Public Shares included in the Public Units being sold in the Initial Public Offering except that (i) prior to the closing of the initial Business Combination, only holders of Class B ordinary shares will be entitled to vote on certain matters, (ii) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (iii) the Founder Shares are entitled to registration rights, and (iv) the Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (a) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with the completion of the initial Business Combination; (b) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (1) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (c) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete an initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the prescribed time frame and to liquidating distributions from assets outside the Trust Account; and (d) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination (except with respect to any such Public Shares which may not be voted in favor of approving the Business Combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto).
The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) 180 days after the completion of the initial Business Combination or (B) 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 Public Shares for cash, securities or other property.
Promissory Note - Related Party
On April 3, 2025, the Company and the Sponsor entered into a promissory note (the “Promissory Note”), whereby the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2025, or the date on which the Company consummates the Initial Public Offering. As of July 17, 2025, the Company had borrowed $223,827 under the Promissory Note. On July 17, 2025, the Company paid $249,981 to the Sponsor, resulting in an overpayment of $26,154 that was recorded as a due from related party. On December 31, 2025, the Sponsor paid the Company $26,154. As a result, the related party receivable has been reduced to $0. The Promissory Note was non-interest bearing and no amounts are outstanding as of June 30, 2026 and December 31, 2025. Borrowings under the Promissory Note are no longer available. Administrative Services and Indemnification Agreement
On July 15, 2025, the Company entered into an Administrative Services and Indemnification Agreement with the Sponsor, Cambridge International Partners LLC (“Cambridge”) and Alumia S.À.R.L. (“Alumia”) (the “Administrative and Indemnification Agreement”). The Company agreed to pay the Sponsor $30,000 per month for office and administrative services and to provide indemnification to the Sponsor, Cambridge, and Alumia from any claims arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor, Cambridge or Alumia alleging any expressed or implied management or endorsement by the Sponsor, Cambridge or Alumia of any of the Company’s activities or any express or implied association between the Sponsor, Cambridge or Alumia and the Company or any of its affiliates, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account.
As of June 30, 2026 and December 31, 2025, there was $317,395 and $137,395, respectively, due to related party pursuant to the Administrative Services and Indemnification Agreement. The Company incurred $90,000 and $180,000, respectively, for the three and six months ended June 30, 2026. Amounts have been included in administrative expense – related party in the accompanying condensed statements of operations.
Related Party Loans
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 (“Working Capital Loans”). 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. Any Working Capital Loans are convertible into private placement-equivalent units of the post-Business Combination entity at a price of $10.00 per unit (“Working Capital Units”) at the option of the lender. As of June 30, 2026 and December 31, 2025, the Company had no Working Capital Loans. |