Promissory Notes |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Debt Disclosure [Abstract] | |
| PROMISSORY NOTES | NOTE 6 — PROMISSORY NOTES
On March 11, 2026, the Company issued an unsecured convertible note (the “Bridge Note”) to Alpha Multi Family Office (the “Investor”) in the principal amount of $150,000 (the “Bridge Loan”). The Bridge Loan represents an initial loan towards a contemplated $1,400,000 financing (the “Convertible Notes Financing”) pursuant to the Letter of Intent (“LOI”) described below.
The Bridge Note has a maturity date nine months from the date of issuance, unless earlier converted or credited toward the definitive financing documents for the Convertible Notes Financing and does not bear interest. Upon the consummation of the Company’s initial business combination (the “Business Combination”), the outstanding principal amount of the Bridge Note may, at the option of the Investor, be converted into shares of the combined entity at a conversion price equal to a 35% discount to the market price of such shares at the time of conversion.
Effective March 24, 2026, the Company and the Investor entered into the Definitive Investment and Sponsor Transition Agreement (the “Agreement”) for the Convertible Notes Financing.
In addition, on March 30, 2026, the Company and the Investor entered into an Interim Convertible Note in the amount of $300,000 (the “Second Note”). The Second Note has a maturity date nine months from the date of issuance, unless earlier converted and does not bear interest. Upon the consummation of the Company’s initial business combination, the outstanding principal amount of the Second Note may, at the option of the Investor, be converted into shares of the combined entity at a conversion price equal to a 35% discount to the market price of such shares at the time of conversion.
As of June 30, 2026, the total amounts outstanding under the Bridge Note and Second Note (together, the “Alpha Promissory Notes”) is $450,000. |