Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 29, 2025, the Company issued an aggregate of 11,500,000 Class B Ordinary Shares (including the Public Shares issuable upon conversion thereof, unless the context otherwise requires, the “Founder Shares”) , for a purchase price of $25,000 (approximately $0.002 per share), to the Sponsor which is deemed as subscription receivable as of December 31, 2025. On March 17, 2026, the Company received $25,000 from the Sponsor in settlement of the subscription receivable. In connection with share recapitalization, on July 1, 2026, the Company effected a 1-for-1.08333330435 In April, May, and June 2026, the Sponsor awarded an aggregate of 820,000 membership interests in the Sponsor, equivalent to 1,021,584 Founder Shares, to the independent directors and officers of the Company and 40,000 membership interests in the Sponsor, equivalent to 49,832 Founder Shares, to advisors on the Company’s advisory board. The awarded membership interests in the Sponsor equivalent to Founder Shares shall vest entirely on the date of closing of the initial Business Combination. Under ASC 718, s hare -based compensation associated with equity-classified awards is measured at fair value on the grant date. The membership interests in the Sponsor equivalent to Founder Shares to the independent directors and officers have an aggregate fair value of $3,684,806, or $3.61 per share. The membership interests in the Sponsor equivalent to Founder Shares to the advisors have an aggregate fair value of $179,742, or $3.61 per share. The Company established the fair value using Monte Carlo Simulation Model prepared by a third-party valuation firm, and classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of an initial Business Combination, the probability of the Initial Public Offering, and other variables, which takes into consideration the following market assumptions; (i) stock price of $9.83, (ii) risk-free rate of 3.65%, and (ii) implied market adjustment of 36.90%. The membership interests in the Sponsor were transferred subject to a vesting condition (i.e., the occurrence of an initial Business Combination). The Company will recognize share-based compensation expense of $3,684,806 and $179,742 at the date an initial Business Combination is considered probable (i.e., upon consummation of an initial Business Combination). As of June 30, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no share-based compensation expense was recognized. The Founder Shares are identical to the Public Shares included in the Public Units except that (i) the Founder Shares automatically convert into Public Shares at the time of the initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the initial Business Combination, as may be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below; (ii) only holders of the Founder Shares have the right to vote on the appointment and removal of directors prior to the consummation of the initial Business Combination; (iii) the Founder Shares are subject to certain transfer restrictions and registration rights; and (iv) the holders 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, as described in more detail below. The Sponsor agreed to forfeit up to an aggregate of 1,625,000 Founder Shares to the extent that the Over-Allotment Option was not exercised in full by the Underwriter so that the Founder Shares will represent approximately 25% of the Company’s issued and outstanding Ordinary Shares after the Initial Public Offering. If the initial Business Combination is not completed within the Combination Period, the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it. On August 25, 2026, the Underwriter partially exercised the Over-Allotment Option of 3,500,000 Option Units and forfeited the remaining 1,375,000 Option Units. As a result, 1,166,667 Founder Shares are no longer subject to forfeiture and 458,333 Founder Shares have been forfeited. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination. the date on which the Company consummates a transaction which results in the shareholder having the right to exchange its shares for cash, securities, or other property subject to certain limited exceptions. Promissory Note - Related Party On December 29, 2025, 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 Initial Public Offering pursuant to an unsecured promissory note (the “IPO Note”). This loan wa s non-interest bearing and payable on the earlier of December 31, 2026, or the date on which the Company consummates the Initial Public Offering. As of June 30, 2026 and December 31, 2025, the Company had $229,047 and $0 outstanding borrowings under the IPO Note, respectively. Subsequently, on July 24, 2026, the Company fully paid the outstanding balance of the IPO Note. Borrowing against the IPO Note is no longer available. Advances from Related Party As of June 30, 2026 and December 31, 2025, an affiliate of the Sponsor of the Company has advanced the Company $87,236 and $0 for general and administrative costs, respectively. Subsequently on July 22, 2026, the Company fully paid the advances from related party. Administrative Services Agreement On July 20, 2026, the Company entered into an agreement with (i) the Sponsor, (ii) Authentic Holdings, LLC (“Authentic”), a member of the Sponsor, and (iii) Jess Enterprises Inc., the affiliate of the Sponsor (the “Service Provider”), commencing on July 20, 2026, the date that the Company’s securities were first listed with Nasdaq, to pay the Service Provider in an amount equal to $ 20,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of June 30, 2026 and December 31, 2025, no amount had been incurred for these services. Indemnification Agreement To the fullest extent permitted by applicable law, the Company has agreed to defend, indemnify, hold harmless and exonerate (including the advancement of expenses to the fullest extent permitted by applicable law) the Sponsor, Authentic, and their respective directors, officers, employees, principals, managers, partners, members, shareholders, equity holders, control persons, affiliates, agents, advisors, consultants and representatives (each, a “Sponsor Indemnitee”) from any and all costs, fees, expenses, judgments, liabilities, fines, penalties, reasonable attorneys’ fees and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably, incurred by a Sponsor Indemnitee or on a Sponsor Indemnitee’s behalf in connection with any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, hearing or any other actual, threatened or completed proceeding instituted by the Company or any third party, whether civil, criminal, administrative or investigative in nature, arising out of or relating to the initial public offering of the Company’s securities or the Company’s operation or conduct of the Company’s business (including the Company’s Business Combination), in respect of any investment opportunities sourced by the Sponsor, member of the Sponsor, and their respective affiliates for the Company or and/or any claim against a Sponsor Indemnitee alleging any expressed or implied management or endorsement by such parties of any of the Company’s activities or any express or implied association between such parties and the Company or any of its affiliates (in each case to the extent that such indemnification, hold harmless and exoneration obligations with respect to such matters are not expressly covered by a separate written agreement between the Company and the applicable Sponsor Indemnitee); provided, that in no event shall a Sponsor Indemnitee be entitled to be indemnified or held harmless hereunder in respect of any costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that a Sponsor Indemnitee may incur by reason of such person’s own actual fraud or intentional misconduct; provided, further, that, for the avoidance of doubt, under no circumstance shall a Sponsor Indemnitee have a claim to any monies or assets held in the Trust Account, and the Company shall not be permitted to procure monies or assets held in the Trust Account for the satisfaction of its obligations to any Sponsor Indemnitee in respect of the indemnification provided hereunder. Working Capital Loans In addition, 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 Working Capital Loans as may be required. If the Company completes its initial Business Combination, the Company intends to 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 will be used to repay the Working Capital Loans. Initially, up to $ 1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $ 10.00 per unit at the option of the lender. The units and their underlying securities would be identical to the Private Placement Units and their underlying securities. As of June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans. |