RELATED PARTY TRANSACTIONS |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | 5. RELATED PARTY TRANSACTIONS
Founder Shares
On October 24, 2025, the Sponsor purchased Class B ordinary shares (the “founder shares”) from the Company for an aggregate purchase price of $, or $ per share. On November 26, 2025, the Company effected a share dividend of approximately shares for each Class B ordinary share outstanding, resulting in the Sponsor holding an aggregate of founder shares, or approximately $ per share. All share and per-share data have been retrospectively presented. Up to founder shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised during the Initial Public Offering. As a result of the partial exercise by the underwriters of the over-allotment option on February 12, 2026, founder shares were no longer subject to forfeiture. On March 14, 2026, the underwriters’ over-allotment option expired, resulting in founder shares being forfeited by the Sponsor for no consideration.
The forfeiture was adjusted depending on the extent to which the over-allotment option was not exercised in full by the underwriters such that the Sponsor owns 25% of the Company’s issued and outstanding Class A and Class B ordinary shares (excluding any Class A ordinary shares underlying the Private Placement Units). On November 26, 2025, the Sponsor transferred founder shares each to four of the Company’s independent directors (an aggregate of founder shares) at their original purchase price of $ per share. The founder shares transferred to the independent directors were not subject to forfeiture.
The founder shares granted to the independent directors are in the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, stock-based compensation associated with equity-classified awards is measured at fair value on the grant date. A third-party valuation firm valued the founder shares as of November 26, 2025. The probability of de-SPAC and instrument specific market adjustment was assumed to be %; the implied Class A share price was $; and volatility of %. The valuation has identified the fair value of the founder shares to be $ per share as of grant date. The total fair value of the founder shares purchased by the four independent directors was $. The Company recognized share-based compensation expense of $, equal to the fair value of the founder shares (the purchase price of approximately $652 paid by the independent directors was not deducted), at the grant date, in the period ended December 31, 2025; no such expense was recognized in 2026.
Promissory Note — Related Party
The Sponsor had agreed to loan the Company an aggregate of up to $300,000, which was amended and restated on November 26, 2025 to increase the principal amount to $500,000, to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing and unsecured with maturity date at the earlier of April 23, 2026 or the closing of the Initial Public Offering. On January 21, 2026, the Sponsor paid $12,000 of the Company’s general and administrative costs on its behalf under the promissory note. On January 30, 2026, at the closing of the Initial Public Offering, the Company repaid the entire $97,671 outstanding under the promissory note. As of September 30, 2026, no amounts were outstanding under the promissory note, and borrowings under the promissory note are no longer available.
Administrative Service Agreement
Commencing on January 28, 2026, the date that the registration statement for the Company’s Initial Public Offering was declared effective, the Company agreed to pay the Sponsor, or affiliates of the Sponsor, a monthly fee of $20,000 for office space, utilities and secretarial and administrative services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2026, $60,000 and $160,000, respectively, were incurred and paid for these services. As of September 30, 2026 and December 31, 2025, there were no amounts due to the Sponsor under this agreement.
UNITED ACQUISITION CORP. I NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2026 (UNAUDITED)
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 up to $1,500,000 (the “Working Capital Loans”). 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. The Working Capital Loans are convertible into additional units of the post-Business Combination entity at a price of $ per unit at the option of the lender. The units would be identical to the Private Placement Units. The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.
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