v3.26.1
RELATED PARTY TRANSACTIONS
 3 Months Ended
Mar. 31, 2026
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

 

Founder Shares and Change in Sponsorship

 

On March 12, 2021, the Former Sponsor purchased 7,187,500 Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. In March 2022, the Former Sponsor surrendered 718,750 Founder Shares for no consideration, leaving the Former Sponsor with 6,468,750 Founder Shares. On August 12, 2024, the Former Sponsor converted 6,468,749 Founder Shares into Class A ordinary shares on a one-for-one basis, with such conversion completed on November 18, 2024.

 

On August 28, 2025, pursuant to the Sponsor Purchase Agreement, the Former Sponsor sold to Samara (i) 4,528,124 Class A ordinary shares, (ii) 1 Class B ordinary share (the sole outstanding Founder Share), and (iii) 11,261,250 Private Placement Warrants, for an aggregate purchase price of $1.00. Following the closing, the Former Sponsor retained 1,940,625 Class A ordinary shares and 4,826,250 Private Placement Warrants.

 

Settlement and Forgiveness of Liabilities at Closing (Purchase Agreement)

 

In connection with the Purchase Agreement, effective as of August 29, 2025 (the “Payment Date”), the following related-party and third-party liabilities of the Company were paid or forgiven:

 

  (i) Paid-Off Liabilities: The Company’s third-party liabilities totaling approximately $1,118,982, including Winston & Strawn LLP ($846,172), Continental Stock Transfer & Trust Company ($76,982), Donnelley Financial ($113,280), and other vendors ($82,548). These amounts were recorded as accounts payable on the Company’s balance sheets. The Former Sponsor paid $133,297 of these liabilities, which was recognized as a capital contribution to additional paid-in capital.

 

  (ii) Written-Off Liabilities: The following related-party balances owed by the Company to the Former Sponsor were forgiven in full as of the Payment Date and recorded as capital contributions to additional paid-in capital: Working Capital Loan-Former Sponsor ($2,836,172), Convertible Promissory Note—Former Sponsor ($1,650,000), Due to Former Sponsor ($161,324), and accrued Administrative Services Fee ($270,000). The aggregate of the forgiven balances totaling $4,917,496, together with $133,297 of the Paid-Off Liabilities funded directly by the Former Sponsor, represents a total capital contribution to additional paid-in capital of $5,050,793 during the year ended December 31, 2025. There were no additional settlements or forgiveness activities that occurred during the three months ended March 31, 2026.

 

Working Capital Loan – Samara Special Opportunities (Current Sponsor)

 

Following the closing of the Purchase Agreement, Samara Special Opportunities, as the Current Sponsor, provided the Company with a Working Capital Loan of up to $300,000 to fund ongoing operating expenses in connection with the Company’s search for a Business Combination. As of March 31, 2026 and December 31, 2025, there was $8,044 and $4,194, respectively, outstanding under the Samara Working Capital Loan. The Samara Working Capital Loan is non-interest bearing and repayable upon the earlier of (i) the date on which Company consummates its initial business combination or (ii) the date on which Company determines to cease pursuing a business combination.