v3.26.1
Related Parties
6 Months Ended
Jun. 30, 2026
Related Parties [Abstract]  
RELATED PARTIES

NOTE 5 — RELATED PARTIES

 

Founder Shares

 

On September 11, 2024, the Company issued to the Sponsor an aggregate of 44,722,222 ordinary shares (the “Founder Shares”), par value $0.0001 per share, in exchange for $35,000 or approximately $0.0008 per share. In February 2025, the Sponsor surrendered and forfeited 18,847,722 ordinary shares to the Company for no consideration. In May 2025, the Sponsor surrendered and forfeited an additional 11,500,000 ordinary shares to the Company for no consideration, following which the Sponsor holds 14,375,000 Founder Shares. The Founder Shares include an aggregate of up to 1,875,000 shares subject to surrender and forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (not including the Private Placement Units and assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). The underwriters did not exercise the over-allotment option in part or in full resulting in the expiration of the over-allotment option on November 8, 2025. As a result, 1,875,000 Founder Shares were surrendered and forfeited.

 

The Sponsor has entered into a letter agreement with the Company pursuant to which, with certain limited exceptions, the Founder Shares and Private Placement Units are not transferable, assignable or salable (except to directors and officers and other persons or entities affiliated with the Company’s initial shareholders, each of whom will be subject to the same transfer restrictions) until the earlier of: (i) with respect to 50% of the Founder Shares and Private Placement Units (including underlying securities), the earlier of six months after the date of the consummation of the initial Business Combination and the date on which the closing price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination and (ii) with respect to the remaining 50% of the Founder Shares and Private Placement Units (including underlying securities), six months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.

 

Administrative Support Agreement

 

Commencing on September 24, 2025, the Company entered into an Administrative Services Agreement, pursuant to which the Company has agreed to pay the Sponsor or an affiliate $10,000 for office space, and administrative and support services. The Administrative Services Agreement was cancelled in March 2026, and the current CEO does not have an agreement in place for current office space, and administrative and support services. For the three and six months ended June 30, 2026, the Company incurred $0 and $30,000 under the agreement which is recorded to administrative costs on the statement of operations, respectively. As a result of the cancellation in March 2026, the Company reclassified the $30,000 incurred and outstanding under the Administrative Services Agreement for the six months ended June 30, 2026 through equity as a capital contribution by the Sponsor in lieu of cash payment. As such, as of June 30, 2026 and December 31, 2025, $0 and $32,233 is reported in accrued expenses on the balance sheets, respectively. The Company did not incur or pay any amounts for the three and six months ended June 30, 2025 as the Administrative Services Agreement commenced on September 24, 2025.

 

Consulting Agreement

 

In connection with the appointment of Saleem Elmasri as Chief Financial Officer and principal financial and accounting officer of the Company on November 17, 2025, the Company entered into a master services agreement (the “Consulting Agreement”) with Titan Advisory Services LLC for the provision of such principal financial and accounting officer services by Mr. Elmasri. Under the terms of the Consulting Agreement, the Company will pay Titan Advisory Services LLC $42,000 per year, or $3,500 per month, for services rendered by Mr. Elmasri as Chief Financial Officer. The Company will also grant, or the Company’s former CEO shall transfer, 100,000 ordinary shares of the Company to Mr. Elmasri.

 

For the three and six months ended June 30, 2026, the Company incurred $10,500 and $21,000 of expense, respectively reported in general and administrative costs on the statement of operations. As of June 30, 2026 and December 31, 2025, $0 and $7,000 was outstanding, respectively, and reported in accounts payable and accrued expenses on the balance sheets.

 

On April 22, 2026, the Company entered into an updated Consulting Agreement which increased the number of ordinary shares Mr. Elmasri is entitled to receive from 100,000 to 175,000 ordinary shares, which shall be earned upon execution of a definitive agreement and are to be issued at the closing of the Company’s initial business combination, within ten days thereafter. Mr. Elmasri’s compensation to be paid by the Company remains unchanged.

 

CEO Compensation Agreement

 

On April 22, 2026, the Company entered into a compensation agreement (the “CEO Compensation Agreement”) with Aleutian Equity Holdings LLC, an affiliate of Roger E. Bendelac, the Company’s Chief Executive Officer. Pursuant to the CEO Compensation Agreement, Mr. Bendelac (i) is entited to compensation of $4,500 per month, of which $2,500 is payable currently and up to $2,000 may be deferred based on the Company’s cash flow and (ii) as designated recipient, is entitled to receive 250,000 ordinary shares of the Company which shall be earned upon execution of a definitive agreement and are to be issued at the closing of the Company’s initial business combination, within ten (10)

days thereafter.

 

For the three and six months ended June 30, 2026, the Company incurred $18,000 and $18,000 of expense, respectively reported in general and administrative costs on the statement of operations. As of June 30, 2026 and December 31, 2025, $0 and $0 was outstanding, respectively, and reported in accounts payable and accrued expenses on the balance sheets.

 

Promissory Note — Related Party

 

On September 5, 2024, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $325,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 1, 2025 (as amended on February 28, 2025), (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determines to not proceed with such Initial Public Offering. The Company had borrowed $325,000 under the promissory note, which the Company repaid on September 29, 2025. As such, no amounts are outstanding as of June 30, 2026 and December 31, 2025. Borrowings under the Promissory Note are no longer available.

 

Advisory Services

 

The Company received advisory services from an uncompensated related party advisor, husband to the prior CEO of the Company. The role of such advisor was to assist in the day-to-day transactions of the Company. As of June 30, 2026 and December 31, 2025, no fees to such advisor have been incurred and the advisor ceased providing such advisory services in connection with the resignation of the prior CEO from the Company on February 28, 2026.

 

Due to Sponsor

 

The Sponsor had paid for offering costs and other expenses on behalf of the Company totaling $208,731 prior to the completion of the initial public offering. On September 29, 2025, the Company paid the Sponsor the due to Sponsor amount of $208,731. No amounts are outstanding as of June 30, 2026 and December 31, 2025.

 

Due from Sponsor

 

Between the completion of the Company’s initial public offering on September 26, 2025 and December 31, 2025, the Sponsor withdrew an aggregate amount of $1,345,844 (the “Withdrawal”) from the Company’s working capital account (the “Account”). Of the aggregate Withdrawal amount, $325,000 was used to repay an outstanding working capital note (the “Note”) to the Sponsor and $208,731 was used to repay other offering costs and expenses to the Sponsor. After the repayments to the Sponsor, there was an outstanding balance of $812,113 which is due back to the Company. For the six months ended June 30, 2026, the Sponsor repaid $30,000, resulting in an outstanding balance of $782,113 as of June 30, 2026. As recoverability of this balance is unlikely, the Company reserved the full amount as current expected credit losses.

 

Related Party Loans

 

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 (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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 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 units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of June 30, 2026 and December 31, 2025, no working capital loans were outstanding.