v3.26.1
Shareholder's Deficit
6 Months Ended
Jun. 30, 2026
Stockholders' Equity Note [Abstract]  
Shareholder's Deficit
NOTE 7. SHAREHOLDER’S DEFICIT
Preference Shares
The
Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the
 Boa
rd
. As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.
Class
A Ordinary Shares
The Com
pany is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $0.0001 per share. As of June 30, 2026 and December 31, 2025, there were no Class A Ordinary Shares issued or outstanding.
Class
 B Ordinary Shares
The C
ompany is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $0.0001 per share. As of June 30, 2026 and December 31, 2025, there were 12,458,333 Class B Ordinary Shares issued and outstanding.
 
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
be
en
​​​​​​​ forfeited. 
Warrants
As
of June 30, 2026 and December 31, 2025, there were no
Warrants issued or outstanding. Each whole Warrant entitles the holder thereof to purchase one whole Class A Ordinary Share at a price of $
11.50 per share,
subject to adjustment as described herein, at any time commencing 30 days after the completion of the initial Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a “cashless basis” under the circumstances specified in the warrant agreement dated July 20, 2026, which the Company entered into with Continental (the “Warrant Agreement”)) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the Warrant Agreement, a Warrant holder may exercise its Warrants only for a whole number of Class A Ordinary Shares. This means that only a whole Warrant may be exercised at any given time by a Warrant holder. No fractional Warrants will be issued upon separation of the units and only whole Warrants will trade. The Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The Company is not registering Public Shares issuable upon exercise of the Warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, the Company will use its commercially best efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration statement registering, under the Securities Act, the issuance of the Public Shares issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the applicable Warrant Agreement. Notwithstanding the above, if the Public Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered
 
security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the Class A Ordinary Shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of Warrants for cash when the price per Class A Ordinary Shares equals or exceeds $18.00
Begi
n
​​​​​​​
ning 30 days after completion of the initial Business Combination, the Company may redeem the outstanding Public Warrants for cash:
 
   
In whole and not in part;
 
   
At a price of $0.01 per Public Warrant;
 
   
Upon not less than 30 days’ prior written notice of redemption (the
“30-Day
Redemption Period”); and
 
   
if, and only if, the last sale price of the Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the
W
arrant
 
holders. The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the
30-Day
Redemption Period.
The Private Placement Warrants are
non-redeemable.
The Private Placement Warrants may also be exercised for cash or on a “cashless basis.” The Private Placement Warrants do not expire except upon liquidation.