Shareholders’ Deficit |
6 Months Ended |
|---|---|
Jul. 31, 2026 | |
| Equity [Abstract] | |
| Shareholders’ Deficit | Note 7 - Shareholders’ Deficit
Ordinary Shares — The Company is authorized to issue up to ordinary shares with a par value of $ per share. On September 29, 2025, the Company issued ordinary shares to the Sponsor for $25,000, or approximately $ per share. On February 20, 2026, the Company issued an additional founder shares to the Sponsor for no consideration. As a result, the Sponsor holds a total of founder shares, or approximately $ per share. As of January 31, 2026, there were Founder Shares issued and outstanding (which were retroactively restated to reflect the February 20, 2026 issuance), of which up to of the Founder Shares are subject to forfeiture to the extent that the underwriters’ Over-Allotment Option is not exercised in full or in part.
As of July 31, 2026, there were Founder Shares issued and outstanding; the share amount reflects the partial exercise of the underwriters’ over-allotment option, which was closed on May 27, 2026 and the forfeiture of Founder Shares for no consideration following the expiration of the over-allotment option in June 2026.
Rights — As of July 31, 2026, there were Public Rights and Private Rights outstanding, respectively. There were no rights outstanding as of January 31, 2026. Each holder of a right will receive one-fourth (1/4) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon conversion of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive their additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the IPO. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per ordinary share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary shares basis and each holder of a right will be required to affirmatively convert its rights in order to receive one share underlying each right (without paying additional consideration). The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company).
If the Company is unable to complete a Business Combination within the completion window and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the ordinary shares underlying the rights.
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