Note 4 - Private Placement |
6 Months Ended |
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Jun. 30, 2026 | |
| Notes to Financial Statements | |
| Equity [Text Block] |
NOTE 7 — SHAREHOLDER’S EQUITY
Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2026, and December 31, 2025, there were preference shares issued or outstanding.
Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of June 30, 2026, 383,750 shares of Class A ordinary shares were issued and outstanding, excluding 5,750,000 shares subject to possible redemption which was unchanged from December 31, 2025.
Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. As of June 30, 2026 and December 31, 2025, there were 1,916,667 Class B ordinary shares issued and outstanding (see Note 5). No Class B ordinary shares are subject to forfeiture, as the underwriter’s over-allotment option was exercised in full in connection with the Initial Public Offering. As a result, the Founder Shares collectively represented approximately 23.8% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering.
In February 2026, the Sponsor transferred 100,000 Founder Shares to four independent directors of the Company, with each director receiving 25,000 Founder Shares, as a one-time equity grant vesting only upon the consummation of a Business Combination. In connection with the resignation of Richard Saldanha from the Company’s board of directors effective May 8, 2026, the 25,000 unvested Founder Shares previously granted to him were returned to the Sponsor for no consideration. Following these transactions, and after giving effect to the Sponsor’s September 30, 2025 forfeiture of 825,000 Founder Shares (which were purchased by Maxim and certain third-party investors, as described above), the Sponsor holds 1,016,667 Founder Shares, the three remaining independent directors collectively hold 75,000 Founder Shares, and Maxim and certain third-party investors collectively hold 825,000 Founder Shares. The total number of Class B ordinary shares issued and outstanding remains 1,916,667. As of June 30, 2026, compensation expense has been recognized with respect to the remaining unvested Founder Share grants, as the vesting condition is not yet considered probable.
Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to the initial Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of all ordinary shares issued and outstanding upon the completion of the Business Combination (excluding the Class A ordinary shares underlying the Private Units and the Representative Shares). |
| Private Placement [Member] | |
| Notes to Financial Statements | |
| Equity [Text Block] |
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 153,750 Private Placement Units, at a price of $10.00 per Private Placement Unit generating gross proceeds of $1,537,500. Each Private Placement Unit consists of Class A ordinary share and right (“Private Right”) to purchase one-tenth () of one Class A ordinary share upon the consummation of an initial Business Combination.
The Sponsor, and officers and directors of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares, Private Placement shares and Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares, Private Placement shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) 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 (B) with respect to any other material provisions relating to the rights of holders of ordinary shares or pre-initial Business Combination activity; (iii) 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 the 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 the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) 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, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. |