Related Party Transactions |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions | Note 6 — Related Party Transactions
Founder Shares
On September 19, 2025 the Company issued Class B ordinary shares (also referred to as “founder shares”) to the Sponsor for an aggregate purchase price of $, or approximately $ per share. Up to of the founder shares were subject to forfeiture by the Sponsor for no consideration depending on the extent to which the underwriter’s over-allotment option was exercised. On August 18, 2026, the underwriters forfeited the over-allotment option, resulting in the forfeiture of founder shares by the Sponsor (see Note 9). On July 17, 2026, the Sponsor transferred founder shares to ArgoSat (whose managing members, Richard C. Davis and Dr. Graeme Shaw, are the Company’s Chief Executive Officer and Chief Technology Officer, respectively), at a price of $ per share pursuant to the consulting agreement between the Sponsor and ArgoSat. ArgoSat also had the right, but not the obligation, to subscribe for and acquire additional founder shares for an aggregate purchase price of up to $ at a purchase price of $ per share (the “ArgoSat Right”), which amount may be increased by mutual written agreement of the Sponsor and ArgoSat pursuant to the ArgoSat Consulting Agreement. On August 8, 2026, ArgoSat purchased an additional founder shares for $ (or $0.50 per share) pursuant to the right in the ArgoSat Consulting Agreement. The right to purchase the remaining founder shares pursuant to the ArgoSat Consulting Agreement expired one week prior to the pricing of the Company’s Initial Public Offering. In addition, the Sponsor transferred, immediately prior to effectiveness of the registration statement, founder shares (or 60,000 in the aggregate) to the director nominees (Michael Leitner, Keith Masback, and Beth Michelson), at the price of $0.003 per share. The Company accounted for the transfer of founder shares to ArgoSat and the director nominees in accordance with ASC 718, “Stock Based Compensation”. The transfer of the founder shares to ArgoSat includes a performance condition that requires Richard C. Davis and Dr. Graeme Shaw to be officers or directors at the time the Company completes an initial business combination. As a result of such performance condition, the fair value of the founder shares will be recognized once the performance condition is deemed probable, which is upon the completion of the Company’s initial Business Combination. The Company recognized the transfer of the founder shares to the director nominees as a compensation cost at grant date fair value upon the consummation of the Initial Public Offering in a statement of operations.
The fair value of the Class B ordinary shares transferred to ArgoSat was determined to have a grant date of July 17, 2026 and a fair value of $, or $0.58 per share. The fair value of the Class B ordinary shares transferred to the directors was determined to have a grant date of August 17, 2026 and a fair value of approximately $, or approximately $0.73 per share. The fair value of the Class B ordinary shares was determined by applying a discount for lack of marketability to the underlying stock price of a Class A ordinary share, adjusted for the estimated probability of a successful Initial Public Offering. The following table presents the quantitative information regarding market assumptions used in the valuation of the Class B ordinary shares:
The Company’s initial shareholders have agreed not to transfer, assign or sell any of their respective founder shares and Private Units until the date that is (i) in the case of the founder shares, the earlier of (A) six months after the date of the consummation of an initial Business Combination or (B) subsequent to an initial Business Combination, the date on which consummation of a liquidation, merger, stock exchange or other similar transaction after an initial Business Combination which results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, and (ii) in the case of the Private Units or any securities underlying the Private Units, until 30 days after the completion of an initial Business Combination. Any permitted transferees will be subject to the Lock-up.
Promissory Note — Related Party
The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”). The Promissory Note is non-interest bearing, unsecured and due at the earlier of (i) the closing of the Initial Public Offering or (ii) the date which the Company determines not to proceed with the Initial Public Offering. The Promissory Note was repaid out of the offering proceeds that have been allocated to the payment of offering expenses. As of June 30, 2026, the Company had borrowed $37,597, under the Promissory Note. On August 21, 2026, the Company repaid the Sponsor in full (see Note 9). Following the closing of the Company’s Initial Public Offering, the Promissory Note is no longer available for drawn down.
Administrative Services Agreement
Commencing on the effective date of the registration statement, the Company entered into an agreement with the Sponsor to pay an aggregate of $20,000 per month for company administration, office space, utilities, and secretarial and administrative support (the “Administrative Services Agreement”). Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $20,000 per month fee.
On August 21, 2026, the Company assigned the Administrative Services Agreement with the Sponsor to Samara Capital Advisors, LLC (“SCA”) (see Note 9).
Consulting Agreement
The Company entered into a consulting agreement with ArgoSat Consulting LLC (the “Consulting Agreement”), pursuant to which ArgoSat has agreed to provide consulting, advisory and related services to Company with respect to general special purpose acquisition company structuring and capital markets matters through the earlier of the consummation of the initial business combination or the Company’s liquidation, in exchange for consideration a monthly cash fee of $10,000 to be paid by the Company commencing upon the pricing of the Initial Public Offering.
Related Party Loans
In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.
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