Subsequent Events |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through 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 October 20, 2026, the Company’s board of directors approved the voluntary conversion of certain Class B ordinary shares into an equal number of Class A ordinary shares on a one-for-one basis in accordance with the Company’s Amended and Restated Memorandum and Articles of Association. The conversion resulted in a corresponding decrease in Class B ordinary shares and increase in Class A ordinary shares, with no change to the total number of issued and outstanding ordinary shares.
On October 29, 2026, the Company held an annual general meeting of shareholders (the “Meeting” or “AGM”). At the Meeting, the Company’s shareholders approved, among other things, an amendment to the Amended and Restated Memorandum and Articles of Association (the “Extension Amendment”) to extend the end of the Combination Period from October 31, 2026 to July 31, 2027, or such earlier date as determined by the Company’s board of directors.
In connection with the Meeting, the Company entered into agreements (collectively, the “Non-Redemption Agreements”) with a number of shareholders of the Company (each, an “Investor”). Pursuant to the Non-Redemption Agreements, if (a) as of 5:30 PM, New York time, on the date of the Meeting, an Investor holds Investor Shares (as defined in the Non-Redemption Agreement), (b) Investor did not or does not exercise (or exercised and validly rescinds) its redemption rights with respect to such Investor Shares in connection with the Meeting, (c) the Extension Amendment is approved at the Meeting and the Company meets the continued or initial listing requirements to be listed on a national securities exchange following the Meeting, and (d) the Company implements the extension of the Combination Period, then the Company will, immediately after the closing of its initial business combination, issue or cause to be issued to Investor for no additional consideration one Company Class A Ordinary Share for every five Investor Shares held by the Investor.
Each Non-Redemption Agreement shall terminate on the earliest of (i) the failure of the Company’s shareholders to approve the Extension Amendment at the AGM, (ii) the fulfillment of all obligations of the parties under the Non-Redemption Agreement, (iii) the liquidation or dissolution of the Company, (iv) the mutual written agreement of the parties to the Non-Redemption Agreement, and (v) the exercise by an Investor of its redemption rights with respect to the Non-Redeemed Shares.
The Non-Redemption Agreements were intended to increase the amount of funds that remain in the Company’s trust account established in connection with the Company’s initial public offering following the AGM. |