Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 5 — Related Party Transactions
Founder Shares
On September 25, 2025, the Company entered into a subscription agreement with the Sponsor for the purchase of ordinary shares for an aggregate purchase price of $, or approximately $0.0104 per share. On January 9, 2026, the Company and the Sponsor amended the subscription agreement, pursuant to which the number of ordinary shares to be purchased by the Sponsor was increased to ordinary shares for the same aggregate purchase price of $.
On March 10, 2026, the underwriters exercised their over-allotment option in full. As a result, no founder shares are subject to forfeiture, and the Sponsor held founder shares as of June 30, 2026.
The Initial Shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier of: (i) six months after the completion of the Company’s initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after its initial Business Combination that results in all public shareholders having the right to exchange their ordinary shares for cash, securities or other property. The Initial Shareholders have also agreed not to transfer any ownership interest in the private placement units, except to permitted transferees, until at least 30 days following the completion of the initial Business Combination.
Advance — Related Party
Prior to the closing of the IPO, the Company provided $129,000 to the Sponsor for the purchase of a two-year Directors and Officers Liability policy with a total premium of approximately $110,000 and a vendor retainer payment of $19,000. During the six months ended June 30, 2026, the Sponsor repaid the $ advance in full. Separately, as of June 30, 2026, the Company had prepaid $5,000 of administrative service fees to the Sponsor, which will be applied against July 2026 administrative service fees.
Promissory Note — Related Party
On January 9, 2026, the Sponsor agreed to loan the Company up to $700,000 to be used for transaction costs incurred in connection with the IPO. The note was unsecured, non-interest bearing and due upon the closing of the IPO. The outstanding balance was settled upon the closing of the IPO on March 5, 2026 through a non-cash offset against the private placement proceeds received by the Sponsor, and accordingly no cash was transferred for the repayment. This non-cash settlement is disclosed as a supplemental non-cash financing activity in the accompanying statement of cash flows. As of June 30, 2026 and December 31, 2025, no amount was outstanding under the promissory note.
Working Capital Loans
In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors, or their affiliates or designees may, but are not obligated to, loan the Company funds from time to time. If the Company completes its initial Business Combination, it would repay such loaned amounts. If the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such amounts, but no proceeds from the Trust Account would be used for such repayment.
Up to $1,500,000 of such working capital loans may be convertible into private placement units at a price of $10.00 per unit, at the option of the lender, upon consummation of the initial Business Combination. The units would be identical to the private placement units.
As of June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.
Administrative Services Agreement
The Company entered into an Administrative Services Agreement with the Sponsor on March 3, 2026, commencing on February 26, 2026, the effective date of the registration statement for the IPO, through the earlier of the consummation of the Company’s initial Business Combination or the Company’s liquidation. Pursuant to the agreement, the Company agreed to pay the Sponsor $15,000 per month for office space and administrative and support services. For the three and six months ended June 30, 2026, the Company incurred $45,000 and $60,000 of administrative services fees, respectively, of which $0 remained accrued as of June 30, 2026. For the fiscal year ended December 31, 2025, the Company did not incur any administrative service fees and no balance remained accrued as of December 31, 2025.
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