Commitments and Contingencies |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Commitments and Contingencies [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Shares and any shares that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed on August 25, 2026. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder 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 lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriter a 45-day option to purchase up to 900,000 additional Public Shares to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On August 27, 2026, the underwriter elected to fully exercise its over-allotment option to purchase an additional 900,000 Public Shares at a price of $10.00 per Public Share.
The underwriter was entitled to a cash underwriting discount of $0.10 per Public Share, or $690,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. The underwriter paid the Company an aggregate amount of $172,500 at the closing of the Initial Public Offering as reimbursement to the Company for certain of its expenses and fees incurred in connection with the Initial Public Offering. In addition, the underwriter was entitled to a deferred fee of $0.30 per share, or $2,070,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. At the Company’s sole and absolute discretion, up to $327,500 of this amount may be paid to third parties not participating in the Initial Public Offering that assist the Company in consummating its initial Business Combination.
Deferred Legal Fees
As of September 30, 2026, the Company had $20,352 of deferred legal fees incurred to be paid to the Company’s legal advisor upon consummation of the Business Combination. The deferred legal fees are classified as a non-current liability in the accompanying unaudited condensed balance sheet. |