v3.26.3
Subsequent Events
2 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

 

The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

 

On July 13, 2026, the Company capitalized $115 standing to the credit of its share premium account and issued an additional 1,150,000 founder shares to the Sponsor for no consideration, resulting in the Sponsor holding an aggregate of 9,583,333 founder shares. All share and per share data has been retroactively presented. Up to 1,250,000 of the founder shares were to be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment was exercised. On August 31, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,250,000 founder shares are no longer subject to forfeiture.

 

In July and August of 2026, the Sponsor granted membership interests in the Sponsor equivalent to an aggregate of 925,000 founder shares and 500,000 Private Placement Warrants to the Company’s officers and independent directors in exchange for an aggregate purchase price of $7,413 and services to be provided by the Company. On August 31, 2026, the membership interests as represented by 925,000 founder shares have an aggregate fair value of $937,025, or $1.013 per share, and the membership interests as represented by 500,000 Private Placement Warrants have an aggregate fair value of $248,850, or approximately $0.50 per Private Placement Warrant. The membership interests in founder shares and Private Placement Warrants have no service restrictions, thus, the total fair value of $1,178,462, net of consideration received, was recorded as share-based compensation expense on August 31, 2026.

 

Commencing on August 27, 2026, the date the securities of the Company are first listed on Nasdaq, the Company entered into an agreement pursuant to which it will pay an aggregate of $83,333.33 per month to IPAM, an affiliate of the Sponsor and executive officers, for office space and administrative services provided to members of the management team.

 

The registration statement for the Company’s Initial Public Offering was declared effective on August 27, 2026. On August 31, 2026, the Company consummated the Initial Public Offering of 28,750,000 Units at $10.00 Per Unit, which includes the full exercise of the underwriters’ over-allotment option of 3,750,000 Units, generating gross proceeds of $287,500,000. Simultaneously with the consummation of the Initial Public Offering, the Company consummated the sale of 8,000,000 Private Placement Warrant at a price of $1.00 per Private Placement Warrant to the Sponsor and CCM, generating gross proceeds of $8,000,000. Of those 8,000,000 Private Placement Warrants, the Sponsor purchased 5,000,000 Private Placement Warrants and CCM purchased 3,000,000 Private Placement Warrants.

 

Upon the closing of the Initial Public Offering on August 31, 2026, an amount of $287,500,000 ($10.00 per Public Share) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of the Private Placement Warrants, was held in a Trust Account.

 

On August 31, 2026, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise their over-allotment option to purchase an additional 3,750,000 Units at a price of $10.00 per Unit.

 

The underwriters were entitled to a cash underwriting discount of $5,000,000 (2.0% of the gross proceeds of the Units sold in the Initial Public Offering, excluding any proceeds from Units sold pursuant to the underwriters’ over-allotment option), which was paid to the underwriters upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred underwriting discount of $13,687,500 (4.5% of the gross proceeds of the Units sold in the Initial Public Offering, excluding any proceeds from Units sold pursuant to the underwriters’ over-allotment option, or $11,250,000 in the aggregate, and 6.5% of the gross proceeds of the Units sold pursuant to the underwriters’ over-allotment option, or $2,437,500 in the aggregate), which shall be payable solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of an initial Business Combination.

 

As of August 31, 2026, the Company had borrowed $193,476 under the promissory note, which was paid in full at the closing of the Initial Public Offering. Borrowings under the promissory note are no longer available.