v3.26.3
Subsequent Events
9 Months Ended
Sep. 30, 2025
Subsequent Events [Abstract]  
Subsequent Events

Note 11—Subsequent Events

 

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

 

On December 24, 2025, the Company held a shareholder meeting to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to extend the date by which the Company has to consummate a business combination (the “Articles Extension”) from December 25, 2025 to December 25, 2026 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to five times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor and upon five days’ advance notice prior to the applicable Termination Date, until May 25, 2027, or a total of up to five months after the Articles Extension Date, unless the closing of a business combination shall have occurred prior to such date (the “Extension Amendment Proposal”).

 

The shareholders of the Company approved the Extension Amendment Proposal at the shareholder meeting and on December 24, 2025, the Company filed an amendment to the Articles (the “Articles Amendment”) with the Registrar of Companies of the Cayman Islands, effective December 24, 2025.

 

In connection with the vote to approve the Extension Amendment Proposal, the holders of 39,729 Public Shares properly exercised their right to redeem their shares for an aggregate redemption amount of $481,692.

 

On January 27, 2026, the Sponsor, entered into a securities purchase agreement (the “SPA”) with certain members of the Sponsor (the “Sellers”), Digital Investment Strategy, LLC, a Delaware limited partnership (the “Acquiror”), and the Company, solely with respect to certain provisions of the SPA, pursuant to which the Sellers agreed to sell to the Acquiror, and the Acquiror agreed to purchase from the Sellers, 100% of the issued and outstanding equity interests of the Sponsor.

 

On March 2, 2026, the Sponsor purchase was completed pursuant to the terms of the SPA (the “Closing”), the appointments and resignations of directors of the Company described in the Schedule 14F became effective, and the Sellers ceased to control the Sponsor. Following the Closing, the Acquiror owns all of the equity interests of the Sponsor held by the Sellers, representing an indirect interest in all of the Company’s Class A ordinary shares, Class B ordinary shares, and Private Placement Warrants of the Company then-held by the Sponsor, has the power to appoint all members of the board of directors of the Company (the “Board”), and may therefore be deemed to control the Company.

 

On March 2, 2026, BTIG, an underwriter in the Initial Public Offering, waived its deferred underwriting commission in exchange for 20,000 Class A ordinary shares issuable upon consummation of an initial business combination.

 

On October 1, 2026, the Company consolidated its outstanding Sponsor notes, including the Working Capital Loans, into a single $15,514,982 promissory note. The note bears simple interest at the prime rate, matures October 1, 2031, may be settled in Class A ordinary shares at the Company’s option, and will be forgiven, except to the extent of funds held outside the Trust Account, if the Company liquidates without completing an initial business combination. The Sponsor also terminated its right to convert Working Capital Loans into warrants.