v3.26.3
Commitments and Contingencies
6 Months Ended
Jul. 31, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 6 — Commitments and Contingencies

 

Registration Rights

 

On May 7, 2026, the Company entered into a Registration Rights Agreement with the holders of the Founder Shares, Private Units and certain other security holders, pursuant to which such holders are entitled to certain demand and “piggy-back” registration rights. The holders of these securities are entitled to make up to three demands that the Company registers such securities. The holders of a majority of the private units and units issued in payment of working capital loans made to us can elect to exercise these registration rights at any time commencing on the date that the Company consummate an initial business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

The Company granted the underwriter, A.G.P./Alliance Global Partners (“A.G.P.”), a 45-day option from the effective date of the Registration Statement (May 7, 2026) to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the IPO price less the applicable underwriting discounts and commissions, expiring on June 21, 2026. The underwriter partially exercised its over-allotment option to purchase 500,000 Units which was closed on May 27, 2026, which resulted in 125,000 shares of the total 375,000 ordinary shares no longer being subject to forfeiture. The remaining 250,000 shares were subsequently forfeited for no consideration after the expiration of the over-allotment option in June 2026.

 

The underwriters were entitled to a cash underwriting discount of 0.45% of the gross proceeds of the IPO and over-allotment, or $472,500 which was paid upon the closing of the IPO and the underwriters’ partial exercise of the over-allotment option. The underwriters were also entitled to an aggregate of 150,000 ordinary shares (“Representative Shares”), as part of representative compensation, which were issued upon the closing of the IPO. Finally, a deferred underwriting discount of 3.5% of the proceeds remaining in the Trust Account immediately prior to the closing of the initial Business Combination will be payable in cash upon the closing of the initial Business Combination, or $3,675,000 assuming no redemptions of Public Shares.

 

 

Representative Shares

 

The Representative Shares have the same terms as any founder shares issued as part of the IPO and shall be subject to a 180-day lock-up from the closing of the IPO. The Representative Shares provide customary anti-dilution provisions (for stock dividends and splits and recapitalizations) consistent with FINRA Rule 5110, and further, the number of shares underlying the Representative Shares shall be reduced, if necessary, to comply with FINRA rules or regulations.

 

Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement relating to the IPO pursuant to Rule 5110(e)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales in the IPO, subject to exceptions pursuant to Rule 5110(e)(2).