v3.26.3
Commitments and Contingencies
12 Months Ended
Aug. 31, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 6 — Commitments and Contingencies

 

Registration Rights

 

The holders of the Founder Shares and Private Units (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement dated February 25, 2026 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the ordinary shares). The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

 

Underwriter Agreement

 

The Company has granted the underwriter, 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. The underwriter partially exercised its over-allotment option on February 27, 2026, and exercised the remaining balance in full on April 15, 2026.

 

The underwriter was paid a cash underwriting discount of $1,150,000, or 1.0% of the gross proceeds of the IPO, including the exercises of its over-allotment option, upon the closing of IPO on February 27, 2026 and on April 15, 2026.

 

Representative’s Shares

 

The Company also issued 50,000 ordinary shares (including partial exercise of the over-allotment option) to the underwriter upon the consummation of the IPO. These shares were registered in connection with the IPO. The underwriters have agreed not to transfer, assign or sell any such shares until 180 days immediately following the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1), subject to exceptions pursuant to FINRA Rule 5110(e)(2).

 

Additionally, the Company will issue to A.G.P. and/or its designee 230,000 ordinary shares upon the closing of an initial business combination of the Company valued at $10.00 per share as deferred compensation, without an additional cash payment by A.G.P., which are referred to herein as the “deferred compensation shares”. The representative has agreed not to transfer, assign or sell any such shares until 180 days immediately following the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1), subject to exceptions pursuant to FINRA Rule 5110(e)(2). In addition, the representative has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial business combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial business combination within the Combination Period.

 

The representative and deferred compensation shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of commencement of sales of this offering pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the public offering, subject to exceptions pursuant to FINRA Rule 5110(e)(2).

 

Right of First Refusal

 

The Company granted A.G.P., subject to certain conditions, for a period of twelve (12) months following the consummation of the initial business combination, an irrevocable right of first refusal to act as sole investment banker, sole book runner, and/or sole placement agent, at A.G.P.’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for us or any of our successors or subsidiaries, on terms customary to A.G.P. A.G.P. shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in any such offering and the economic terms of any such participation. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement.

 

Finder’s Engagement Agreement 

 

On March 15, 2026, the Company entered into a non-exclusive Finder’s Engagement Agreement (the “Finder Agreement”) with California Hedge Fund Inc. (the “Finder”), pursuant to which the Finder agreed to identify and introduce potential business combination targets to the Company and facilitate preliminary discussions in connection with a potential initial business combination. Under the Finder Agreement, the Company agreed to pay the Finder a non-refundable retainer and, upon the consummation of an initial business combination with a target introduced or identified by the Finder, a cash success fee. The Company also agreed to reimburse the Finder for certain reasonable, documented out-of-pocket expenses, subject to specified limitations. The Finder Agreement contains customary termination, confidentiality and other customary provisions.

 

On May 15, 2026, the Company and the Finder entered into Amendment No. 1 to the Finder Agreement, which increased the aggregate non-refundable retainer payable to the Finder from $250,000 to $500,000, with the remaining $250,000 becoming payable upon execution of the amendment in May 2026. Additionally, the cash success fee payable upon the consummation of a Transaction as defined in the Finder Agreement was increased from $3.75 million to $4.5 million. Except as modified by Amendment No. 1, the remaining terms of the Finder Agreement remained unchanged. As of August 31, 2026, the $500,000 non-refundable retainer was fully paid.

 

Service Agreement with Chief Executive Officer

 

On July 20, 2026, the Company appointed Florence Ng as Chief Executive Officer and entered into a Service Agreement providing a base salary of $5,000 per month, reimbursement of reasonable business expenses and a one-time $400,000 bonus payable within 30 days after successful completion of the initial Business Combination, in cash, equity or a combination thereof. The agreement may be terminated by either party on 30 days’ written notice without affecting accrued compensation. The Business Combination had not closed at August 31, 2026 and the completion bonus had not become payable.