v3.26.1
Related Party Transactions
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Related Party Transactions

Note 4 — Related Party Transactions

 

Founder Shares

 

On March 2, 2026, the Sponsor and the directors and officers paid an aggregate of $25,000 to cover certain of the Company’s expenses in exchange for the issuance of 9,583,333 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). The Sponsor forfeited 1,250,000 Founder Shares as a result of the underwriters' over-allotment option not being exercised in full. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 25% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. In March 2026, the Sponsor sold an aggregate of 2,748,000 Class B ordinary shares to certain members of the Company’s management team (or their affiliates) and the third-party at-risk investors at the same per-share price that the Company’s Sponsor purchased such shares. Of those 2,748,000 Class B Ordinary Shares, the Sponsor sold 1,325,000 Founder Shares to the Company’s management team (or their affiliates) and 1,423,000 Founder Shares to the third-party at-risk investors. These 2,748,000 shares will not be subject to forfeiture in the event the over-allotment option is not exercised. Following the expiration of the over-allotment option, the forfeiture provisions lapsed, and all remaining Founder Shares are no longer subject to forfeiture. As of June 30, 2026, 8,333,333 Founder Shares were issued and outstanding.

 

Subject to limited exceptions, the initial shareholders have agreed not to transfer, assign or sell any Founder Shares until the earlier to occur of: (A) 180 days after the completion of the initial Business Combination and (B) 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.

 

Private Placement Warrants

 

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 4,510,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $4,510,000 in a private placement. In addition, the underwriters used a portion of their underwriting discount and commission to purchase an aggregate of 2,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $2,500,000 in a private placement. Each Private Placement Warrant is exercisable to purchase one whole Class A ordinary share at a price of $11.50 per share. The Private Placement Warrants are substantially identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights, and (iii) may be exercised on a cashless basis.

 

Promissory Note—Related Party

 

On March 2, 2026, the Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2027 or the completion of the Initial Public Offering. The Company had borrowed $289,501 under the Note, which was repaid upon the closing of the Initial Public Offering. Borrowings under the Note are no longer available.

 

Share Subscription Receivable

 

In connection with the sale of the Private Placement Warrants, the Sponsor did not timely remit the full subscription amount due to the timing of funds and the bank account opening process. The Company accounted for the unpaid balance as a share subscription receivable within equity. As of June 30, 2026, the remaining share subscription receivable due from the Sponsor was $111,087.

 

Consulting Agreement

 

On February 22, 2026, the Company entered into a consulting agreement and has agreed to pay Kujo Capital, an affiliate of Andrew Kucharchuk, a monthly fee of $7,500 for assisting with finance, accounting, treasury and SEC-reporting activities, plus a rate of $200 per hour for additional services required and authorized by the Company. Pursuant to the Consulting Agreement, Andrew Kucharchuk will serve as the Company’s Chief Financial Officer, for a term that commenced on March 1, 2026 and will continue until the later of March 30, 2028 and 100 calendar days after the closing of the initial Business Combination, unless earlier terminated by either party. Furthermore, upon the consummation of a Business Combination, Andrew Kucharchuk will be granted 25,000 Founder Shares of the Company, which will convert into an equivalent number of ordinary shares and be subject to the same lock-up and transfer restrictions applicable to other Founder Shares. For the three months ended June 30, 2026 and for the period from February 26, 2026 (Inception) through June 30, 2026, the Company incurred and paid $30,000 and $45,000, respectively, for consulting services provided. 

 

Working Capital Loans

 

In addition, 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. If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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 the 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 warrants of the post Business Combination entity at a price of $1.00 per warrant. The Private Placement Warrants issued upon conversion of any such loans would be identical to the Private Placement Warrants sold in a private placement concurrently with the Initial Public Offering. As of June 30, 2026, the Company had no outstanding borrowings under the Working Capital Loans.