Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On August 8, 2025, the Sponsor paid $25,000 to cover the Company’s formation costs in exchange for 7,666,667 Class B ordinary shares, $0.0001 par value (the “Founder Shares”). Prior to the June 17, 2026 forfeiture described below, up to 1,000,000 of the Founder shares were subject to complete or partial forfeiture by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option was exercised. On October 13, 2025, our sponsor transferred an aggregate 180,000 Founder Shares to our director nominees and certain members of our management team, in consideration of their service to the Company. The independent director nominees and management team members will hold such founder shares directly. The Founder Shares transferred to our independent director nominees and management team will not be subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. These transfers of the Founder Shares to our director nominees and certain other members of our management team fall within the scope of ASC 718. The total fair value of the 180,000 Founder Shares was $399,691 or $2.220 per share. The Company established the initial fair value of Founder Shares using a calculation which takes into consideration a risk-free rate of 3.58%, implied share price of $10.00, and a probability of a Business Combination of 23%. The Founder Shares are subject to a performance condition (i.e., providing services through Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the total number of Founder Shares awarded to the Company’s directors and officers times the fair value per share at grant date less the amount initially received for the assignment of the Founder Shares. As of June 30, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. On June 17, 2026, our sponsor forfeited 1,505,953 shares for no consideration, resulting in an average purchase price of approximately $0.004 per share. As a result of this forfeiture, 803,571 of the Founder shares are subject to complete or partial forfeiture by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. This forfeiture is presented retrospectively to all prior periods in the unaudited interim condensed financial statements. This forfeiture of shares reduced the Founder Shares subject to forfeiture depending on the extent to which the underwriters’ over-allotment is exercised to 803,571. On August 5, 2026, the underwriters exercised their over-allotment in full as part of the closing of the IPO. As such, the 803,571 shares are no longer subject to forfeiture. The Founder Shares automatically convert into Public Shares at the time of the initial Business Combination or earlier at the option of the holder and are subject to certain transfer restrictions. The Sponsor will not be entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the initial Business Combination. If the initial Business Combination is not completed within 12 months from the closing of the IPO, the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it. The Sponsor, officers and directors and the Private Placement Investors have agreed not to transfer, assign or sell any of its Founder Shares until 180 days after the initial Business Combination or the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans The Company and the Sponsor entered into a loan agreement whereby the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). The Note is non-interest bearing and payable on the date on which the Company consummates its IPO. As of June 30, 2026 and December 31, 2025, $72,218 and $41,061, respectively, were outstanding under the Note. Administrative Agreement The Company intends to enter into an agreement, commencing on the effective date of the Proposed Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate the Sponsor a total of up to $13,333 per month for office space and administrative and support services. Working Capital Loans In order to finance transaction costs in connection with its initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds, up to $2,500,000, as may be required (“Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial 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. If the Sponsor makes any Working Capital Loans, such loans may be convertible into private placement-equivalent units of the post-Business Combination entity at a price of $10.00 per unit. As of June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans. Consulting Services In connection with our IPO, we engaged The Avery Companies LLC, a private investment holding company managed by our Chief Executive Officer and Chief Financial Officer, to provide consulting and advisory services related to the IPO. Through June 30, 2026, no amounts had been incurred, and as of June 30, 2026 and December 31, 2025, the Company had no amounts due to the Avery Companies LLC. |