v3.26.3
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

 

On May 3, 2026, the Sponsor has agreed to transfer an aggregate of 140,000 Founder Shares to the independent directors of the Company in exchange for their respective professional services to the Company through the initial business combination. The number of Founder Shares ultimately transferred is subject to adjustment based on the director’s service period. If a director ceases to serve on the Board prior to the consummation of the initial business combination, the number of shares awarded is reduced on a pro rata basis based on the number of months served relative to the total service period through the business combination. The Founder Shares are subject to a performance condition (i.e. the consummation of the Business Combination).

 

On May 14, 2026, the Company consummated the Initial Public Offering of 12,500,000 units generating gross proceeds of $125,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 447,500 Private Units at a price of $10.00 per Private Unit, generating gross proceeds of $4,475,000.

 

On May 14, 2026, the Company paid the entire outstanding balance under the promissory note - related party.

 

Subsequent to the Initial Public Offering, the Underwriter partially exercised the over-allotment option for the purchase of an additional 1,500,000 Units at a price of $10.00 per Unit. The underwriters were entitled to a cash underwriting discount of 1.25% of the gross proceeds of the Public Units offered in the Initial Public Offering, which is approximately $187,500. In conjunction with the Underwriter’s partial exercise of the over-allotment option, the Sponsor purchased an additional 22,500 Private Placement Units for $225,000. As the over-allotment option was only partially exercised, 131,757 Founder Shares were forfeited by the Sponsor for no consideration, effective May 15, 2026. On May 15, 2026 an amount of $15,037,500 from the partial exercise of the over-allotment option and additional Private Units was deposited into the Trust Account.

 

On August 20, 2026, the Company received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the Company has not filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 and its Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Delinquent Filings”), the Company no longer complies with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.

 

The Notice has no immediate effect on the listing or trading of the Company’s securities on The Nasdaq Stock Market. Pursuant to the Notice, the Company has 30 calendar days, or until September 21, 2026, to submit a plan to regain compliance with Nasdaq’s listing rules with respect to the Delinquent Filings. The Company submitted its plan of compliance with Nasdaq on September 18, 2026. If Nasdaq accepts the plan, Nasdaq may grant the Company an exception of up to 180 calendar days from the initial Delinquent Filing’s due date, or until December 28, 2026, to regain compliance. Any subsequent periodic filing that becomes due within the 180-day exception period must be filed no later than the end of such period. If the plan is not accepted by Nasdaq, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel. The Company intends to take the steps necessary to regain compliance with Nasdaq’s listing rules as soon as practicable or, alternatively, to submit the plan to Nasdaq within the required timeframe.