v3.26.3
Commitments and Contingencies
6 Months Ended
Jul. 31, 2026
Commitments and Contingencies – see Note 6  
Commitments and Contingencies

Note 6 — Commitments and Contingencies

 

Risks and Uncertainties

 

Various social and political circumstances in the U.S. and around the world, including rising trade tensions between the U.S. and China and the ongoing Russia/Ukraine and Hamas/Israel conflicts, may contribute to increased market volatility and economic uncertainty. These conditions could materially and adversely affect the Company’s ability to consummate a Business Combination, the availability and terms of equity or debt financing, or the operations of a target business with which the Company ultimately consummates a Business Combination.

 

The specific impact of these matters on the Company’s financial position, results of operations, liquidity or ability to complete a Business Combination is not currently determinable. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

Registration Rights

 

The holders of the Founder Shares, Private Units, and securities that may be issued upon conversion of working capital loans or extension loans are entitled  to registration rights pursuant to the registration rights agreement entered into in connection with the IPO. The holders of a majority of these securities are entitled to make demands that the Company register such securities, and the Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

The Company has granted Polaris Advisory Partners (“PAP”), the representative of the underwriters, a 45-day option from the date of the registration statement to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On April 17, 2026, the underwriter exercised its over-allotment option in full, and the over-allotment option closed on April 21, 2026.

 

The underwriters are entitled to a cash underwriting discount of $575,000 ($500,000 in connection with the IPO and $75,000 in connection with the over-allotment option), which was paid upon closing. In addition, the underwriters are entitled to receive 230,000 ordinary shares (the “Representative Shares”) as underwriting compensation in lieu of any deferred underwriting fee. In addition, the Company incurred underwriting-related fees of $125,000 payable to Kingswood Capital Partners, LLC, the parent company of Polaris Advisory Partners, in connection with the IPO, which were recorded as an offering cost during the quarter ended July 31, 2026.

 

Finder’s Agreement

 

On April 14, 2026, the Company entered into a finder’s engagement agreement with Wealthwise Solutions Ltd. in connection with the identification and introduction of potential target businesses for a possible business combination transaction. Pursuant to the agreement, upon the closing of a transaction, the Company shall cause the Sponsor to pay the Finder a cash success fee of $1,500,000. The Company shall also issue, or cause the applicable post-closing public company to issue, 6,000,000 ordinary shares to the Finder upon the closing of a transaction, provided that the applicable target company has a pre-money equity valuation of at least $500,000,000. As of July 31, 2026, no transaction had closed. Accordingly, no expense or liability related to the finder’s success fees was recorded as of July 31, 2026.

 

Right of First Refusal

 

The Company has granted PAP a right of first refusal for a period commencing from the consummation of the IPO until the earlier of (i) 10 months after the consummation of the initial business combination (or the liquidation of the Trust Account in the event that the Company fails to consummate its initial business combination within the prescribed time period) or (ii) 36 months after the consummation of the IPO in accordance with FINRA Rule 5110(g)(6)(A) to act as lead financial advisor, capital markets advisor, underwriter and/or private placement agent in connection with any initial business combination or in connection with any financing that occurs between the closing of the IPO and the date that is the earlier of (i) 10 months after the closing of the initial business combination or (ii) 36 months after the consummation of the IPO.