Note 7 - Shareholder's Equity |
6 Months Ended |
|---|---|
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). |