Related Party Transactions |
6 Months Ended |
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Jul. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 5 — Related Party Transactions
Founder Shares
On August 25, 2025, the Company entered into a subscription agreement with the Sponsor for the purchase of ordinary shares for an aggregate purchase price of $. In connection with the upsizing of the IPO, in February 2026, the Sponsor acquired an additional ordinary shares for nominal consideration, resulting in an aggregate of Founder Shares outstanding prior to the IPO, or approximately $ per ordinary share.
In connection with the IPO, up to Founder Shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full. On April 17, 2026, the underwriters exercised the over-allotment option in full, and the over-allotment closed on April 21, 2026. Accordingly, as of July 31, 2026, no Founder Shares were subject to forfeiture.
The Initial Shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier of: (i) six months after the completion of the Company’s initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after its initial Business Combination that results in all public shareholders having the right to exchange their ordinary shares for cash, securities or other property. The Initial Shareholders have also agreed not to transfer any ownership interest in the private placement units, except to permitted transferees, until at least 30 days following the completion of the initial Business Combination.
Advance — Related Party
Prior to the closing of the IPO, the Company provided $85,000 to the Sponsor for the purchase of Directors and Officers Liability insurance. During the three months ended July 31, 2026, the Company advanced a further $100,000 to the Sponsor and the Sponsor purchased, on the Company’s behalf, a two-year Directors and Officers Liability insurance policy with a premium of $185,000, which the Company recorded as prepaid insurance and is amortizing over the policy term. As of July 31, 2026, no balance related to the Directors and Officers Liability insurance remained outstanding in Advance – Related Party.
Promissory Note — Related Party
On August 25, 2025, December 7, 2025, and March 4, 2026, the Sponsor agreed to loan the Company up to an aggregate amount of $200,000, $500,000 and $100,000, respectively, through three promissory notes, to be used, in part, for transaction costs incurred in connection with the IPO. The promissory notes are unsecured, interest-free and due on the date on which the Company closes the IPO. The total outstanding balance of $565,000 under the promissory notes were repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account on April 16, 2026.
Subscription Receivable — Sponsor
As described in Note 4, the Company paid the $150,000 purchase price of the private placement units issued to the Sponsor on April 21, 2026 into the Trust Account on the Sponsor’s behalf. As of July 31, 2026 and January 31, 2026, the subscription receivable from the Sponsor was $150,000 and $0, respectively, and is presented as a deduction from shareholders’ equity. As of the date these financial statements were issued, the amount had not been received from the Sponsor.
Working Capital Loans
In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors, or their affiliates or designees may, but are not obligated to, loan the Company funds from time to time. If the Company completes its initial Business Combination, it would repay such loaned amounts. If the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such amounts, but no proceeds from the Trust Account would be used for such repayment.
Up to $1,500,000 of such working capital loans may be convertible into private placement units at a price of $10.00 per unit, at the option of the lender, upon consummation of the initial Business Combination. The units would be identical to the private placement units.
As of July 31, 2026 and January 31, 2026, the Company had no borrowings under the Working Capital Loans.
Administrative Services Agreement
The Company entered into an Administrative Services Agreement with the Sponsor, pursuant to which, commencing on the effective date of the registration statement of the initial public offering through the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation, the Company shall pay the Sponsor a total of $15,000 per month for office space and administrative and support services.
The Company recorded $45,000 and $60,000 of related party administrative fees for the three and six months ended July 31, 2026, respectively. The amount due and recorded in due to related party-administration as of July 31, 2026 and January 31, 2026 was $0 and $0, respectively. As of July 31, 2026 and January 31, 2026, the Company had prepaid administrative service fees of $30,000 and $0, respectively.
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