Commitments and Contingencies |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Commitments and Contingencies [Abstract] | |
| Commitments and Contingencies | Note 6 — Commitments and Contingencies
Registration Rights
The holders of the founder shares, Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters Agreement
The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,300,000 Units to cover over-allotments, if any. On March 30, 2026, the underwriters exercised their over-allotment option, closing on the 3,300,000 additional Units simultaneously with the Initial Public Offering.
The underwriters were paid a cash underwriting discount of $4,400,000 upon the closing of the Initial Public Offering on March 30, 2026. Additionally, the underwriters are entitled to a deferred underwriting discount of $12,045,000 payable only upon the completion of the initial Business Combination.
On May 8, 2026, the Company entered into a Fee Reduction Agreement with Cantor Fitzgerald & Co. in connection with the Company’s proposed Quantum Space Business Combination. Pursuant to the Fee Reduction Agreement, if the proposed Quantum Space Business Combination is consummated, Cantor Fitzgerald & Co. will forfeit $8,045,000 of the deferred underwriting discount otherwise payable under the Underwriting Agreement, reducing the deferred underwriting discount from $12,045,000 to $4,000,000. The Fee Reduction Agreement further provides for the payment to Cantor Fitzgerald & Co. at the closing of the proposed Quantum Space Business Combination of an additional non-refundable cash fee equal to 4.0% of the aggregate amount released from the Trust Account at closing, not to exceed $8,045,000. The Fee Reduction Agreement is contingent upon, and will become effective only upon, the consummation of the proposed Quantum Space Business Combination. As of June 30, 2026, the deferred underwriting fee payable remained $12,045,000. |