SHAREHOLDERS’ EQUITY (DEFICIT) |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| SHAREHOLDERS’ EQUITY (DEFICIT) | NOTE 7 – SHAREHOLDERS’ EQUITY (DEFICIT)
Preferred Shares - The Company is authorized to issue preferred shares with a par value of $ 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. As of June 30, 2026 and December 31, 2025, there were preferred shares issued or outstanding.
Class A Ordinary Shares - The Company is authorized to issue Class A ordinary shares with a par value of $ per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of June 30, 2026 and December 31, 2025, there were and Class A ordinary shares issued and outstanding, excluding Class A ordinary shares subject to possible redemption.
Class B Ordinary Shares - The Company is authorized to issue Class B ordinary shares with a par value of $ per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of December 31, 2025, there were Class B ordinary shares issued and outstanding, up to of which were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised in the Initial Public Offering. Shares and associated accounts have been retroactively restated to reflect the surrender by the Sponsor of Class B ordinary shares for no consideration on February 23, 2026. On February 26, 2026, the underwriters partially exercised their over-allotment option and purchased an additional units at the public offering price. The underwriters did not exercise the remaining portion of the over-allotment option, and the option expired unexercised at the end of the 45-day period following the closing of the Initial Public Offering. As a result, Class B ordinary shares were surrendered in April 2026, and as of June 30, 2026, there were Class B ordinary shares issued and outstanding.
Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law. In connection with the Company’s initial Business Combination, it may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering.
The Founder Shares are designated as Class B ordinary shares and will automatically convert at a ratio of one-for-one into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the Company’s initial Business Combination.
Rights – There were 12,830,000 and no rights outstanding as of June 30, 2026 and December 31, 2025, respectively. Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one fifth (1/5) of one Class A ordinary share upon consummation of the initial Business Combination, even if the holder of a public right redeemed all Class A ordinary shares held by him, her or it in connection with the initial Business Combination or an amendment to the Company’s amended and restated memorandum and articles of association with respect to its pre-initial Business Combination activities. In the event the Company will not be the surviving company upon completion of its initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one fifth (1/5) of one ordinary share underlying each right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional Class A ordinary shares upon consummation of an initial Business Combination. The Class A ordinary shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which it will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same consideration per ordinary share the holders of the Class A ordinary shares will receive in the transaction on an as-converted into Class A ordinary shares basis.
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