v3.26.3
Summary of Significant Accounting Policies (Policies)
 6 Months Ended
Jun. 30, 2026
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

 

 
Emerging Growth Company Status

Emerging Growth Company Status

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

 
Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results could differ significantly from those estimates.

 
Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

 
Cash and Cash Equivalents

Cash and Cash Equivalents

 

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had a cash and cash equivalents balance of $1,233 as of each of June 30, 2026 and December 31, 2025.

 
Investment Held in Trust Account

Investment Held in Trust Account

 

The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. government securities, generally having a readily determinable fair value. Gains and losses resulting from the change in fair value of these securities and income earned on the investments held in the Trust Account are included in income earned on the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

 
Ordinary Shares Subject to Possible Redemption

Ordinary Shares Subject to Possible Redemption

 

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2026 and December 31, 2025, 411,232 and 417,436 ordinary shares subject to possible redemption are presented at a redemption value of approximately $11.68 and $11.50 per share, respectively, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.

 

 

At June 30, 2026, the ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:

 

Ordinary shares subject to possible redemption – December 31, 2025  $4,800,584 
Redemption of ordinary shares   (889)
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) and extension deposit   42,268 
Ordinary shares subject to possible redemption - March 31, 2026  $4,841,963 
Redemption of ordinary shares   (79,701)
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) and extension deposit   42,360 
Ordinary shares subject to possible redemption – June 30, 2026  $4,804,622 

 
Net Income (Loss) Per Share

Net Income (Loss) Per Share

 

The Company complies with the accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of June 30, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income/(loss) per share is the same as basic income/(loss) per share for the period presented.

 

The net income (loss) per share presented in the statements of operations is based on the following:

  

  

Three Months

ended

June 30, 2026

  

Three Months

ended

June 30, 2025

  

Six months

ended

June 30, 2026

  

Six months

ended

June 30, 2025

 
                 
Net loss  $(57,771)  $(127,315)  $(217,646)  $(9,346)
Income earned on Trust Account   (42,360)   (162,689)   (84,628)   (464,060)
Accretion of carrying value to redemption value   -    (50,000)   -    (104,979)
Net loss including accretion of equity into redemption value  $(100,131)  $(340,004)  $(302,274)  $(578,385)

 

Schedule of Income (Loss) Basic and Diluted Per Share

   Redeemable  

Non-

Redeemable

   Redeemable  

Non-

Redeemable

   Redeemable  

Non-

Redeemable

   Redeemable   Non- Redeemable 
  

Three months ended

June 30, 2026

  

Six months ended

June 30, 2026

  

Three months ended

June 30, 2025

  

Six months ended

June 30, 2025

 
   Redeemable  

Non-

Redeemable

   Redeemable  

Non-

Redeemable

   Redeemable  

Non-

Redeemable

   Redeemable   Non- Redeemable 
Particulars  Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares 
Basic and diluted net income (loss) per share:                                        
Numerators:                                        
Allocation of net loss including accretion of temporary equity   (16,219)   (83,912)   (49,203)   (253,071)   (130,858)   (209,146)   (222,601)   (355,784)
Income earned on trust account   42,360    -    84,628    -    162,689    -    464,060    - 
Accretion of temporary equity to redemption value   -    -    -    -    50,000    -    104,979    - 
Allocation of net income (loss)   26,141    (83,912)   35,425    (253,071)   81,831    (209,146)   346,438    (355,784)
                                         
Denominators:                                        
Weighted-average shares outstanding   412,513    2,134,200    414,935    2,134,200    1,335,250    2,134,200    1,335,250    2,134,200 
Basic and diluted net income (loss) per share   0.06    (0.04)   0.09    (0.12)   0.06    (0.10)   0.26    (0.17)

 
Income Taxes

Income Taxes

 

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. As of June 30, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

 
Warrants

Warrants

 

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

 

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. As the Company’s warrants meet all the criteria for equity classification, both public and private warrants are classified in shareholders’ equity/(deficit).

 

 
Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.