Related Parties |
7 Months Ended |
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Sep. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Parties | NOTE 5 — RELATED PARTIES Founder Shares On March 23, 2026, the Company issued an aggregate of 2,875,000 ordinary shares to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.009 per share. Also, on March 23, 2026, the Company issued an aggregate of 200,000 ordinary shares to EBC for an aggregate purchase price of $1,739, or approximately $0.009 per share. On June 29, 2026, the Company effected a 1 for 1.33333 share split of the Founder Shares and EBC Founder Shares, resulting in the Sponsor holding an aggregate of 3,833,333 Founder Shares, and EBC holding 266,667 EBC Founder Shares. On the same day, EBC agreed to forfeit and cancel 66,667 EBC Founder Shares. All share and per share data have been retrospectively presented. The $1,739 due from EBC was collected during the three months ended September 30, 2026. As of September 30, 2026, the $25,000 due from the Sponsor is recorded as share subscription receivable in the shareholders’ equity section of the accompanying unaudited condensed balance sheet. The Founder Shares include an aggregate of up to 500,000 shares, which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised within the 45-day period following the closing of the Initial Public Offering. On September 10, 2026, EBC notified the Company of its decision to forfeit the over-allotment option, and on September 15, 2026, the Sponsor forfeited 500,000 Founder Shares for no consideration. Based on the ASC 718 Stock-based compensation analysis as of the agreement date of March 23, 2026, the 200,000 EBC ordinary shares have a fair value of $864,000 or $4.32 per ordinary share. The net amount between the subscription share receivable associated with these and the fair value amount has been charged to deferred offering costs and additional paid in capital. The Company established the fair value of the EBC Shares on the date of the grant agreement, using a calculation which takes into consideration the underlying share price of $9.83, a volatility of 7%, and a discount on marketability of 2.4%. On August 20, 2026, the Sponsor transferred an aggregate of 75,000 Founder Shares to three of the Company’s independent directors (25,000 each) for an aggregate consideration of $489, or approximately $0.007 per share. The Founder Shares were granted in exchange for their services to the Company through the Company’s initial Business Combination. The transfer of Founder Shares to the directors are in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity classified awards is measured at grant date fair value. The total fair value of the 75,000 Founder Shares transferred to the directors on August 20, 2026 was $319,500 or $4.26 per share. The Company established the initial fair value of the Founder Shares on August 20, 2026, using a calculation prepared by a third party valuation firm which takes into consideration the following market assumptions: (i) share price of $9.70, (ii) discount for lack of marketability of 2.3%, and (iii) probability of successful business combination of 45.0%. The Founder Shares transferred are subject to a performance condition (i.e., providing services through the Company’s initial Business Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of the Company’s initial Business Combination) in an amount equal to the number of Founder Shares transferred multiplied by the grant date fair value per share (unless subsequently modified) less the amount initially received for the transfer of Founder Shares. As of September 30, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. On August 28, 2026, the third-party investors subscribed for an aggregate of 800,000 Founder Shares of the Sponsor. No new Founder Shares were issued to the Sponsor. Because this subscription is treated as a transfer by the Sponsor to such third-party investors of a portion of the Founder Shares, the Company has analyzed and concluded that such transfer is in the scope of SAB Topic 5A, Expenses of Offering, which indicates that “Specific incremental costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross proceeds of the offering”. The subscription price paid by the third-party investors of the Sponsor for such interests in the Sponsor was $5,217 in the aggregate, or $0.007 per Founder Share. The total fair value of the 800,000 Founder Shares on August 31, 2026, the effective date of the Company’s registration statement, was $3,392,000 or $4.24 per share. The Company established the initial fair value of the Founder Shares on August 31, 2026, using Discount for Lack of Marketability Finnerty Model, and classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a Business Combination, the probability of the Initial Public Offering, and other variables. The primary assumptions used in the valuation of Founder Shares were (i) share price $9.68, (ii) discount for lack of marketability of 2.6%, and (iii) probability of successful Business Combination of 45.0%. The fair value of Founder Shares transferred to third-party investors less the consideration paid by them, or $3,386,783, was recorded as an offering cost and was allocated solely to permanent equity and was charged to additional paid-in capital. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the initial Business Combination that results in all public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note — Related Party The Sponsor has agreed to loan the Company an aggregate of up to $150,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”). The Promissory Note is non-interest bearing, unsecured and due at the earlier of (i) September 30, 2026 or (ii) the closing of the Initial Public Offering or (iii) the date on which the Company determines not to proceed with the Initial Public Offering. The Company borrowed $150,000 under the Promissory Note, which was repaid in full on September 10, 2026. As of September 30, 2026, there was no amount outstanding under the Promissory Note. Due to Sponsor Due to Sponsor amounting to $15,087 presented on the unaudited condensed balance sheet as of September 30, 2026, represents the remaining balance of amounts drawn by the Company over the maximum amount that can be drawn upon the Promissory Note. Upon the closing of the Initial Public Offering, $49,899 of such excess draws was reclassified to Due to Sponsor, of which $34,812 was repaid on September 10, 2026. Administration Fee The Company entered into an agreement with the Sponsor commencing on August 31, 2026 through the earlier of the Company’s consummation of initial Business Combination and its liquidation, to pay an aggregate of $10,000 per month to the Sponsor or its affiliate, for office space, utilities, and secretarial and administrative support services. For the three months ended September 30, 2026, and for the period from March 10, 2026 (inception) through September 30, 2026, the Company incurred $10,000 in fees for these services, of which such amount is included in accounts payable and accrued expenses in the accompanying balance sheet. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of September 30, 2026, there were no Working Capital Loans outstanding.
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