Related Party Transactions

9 Months Ended

Aug. 31, 2026

Related Party Transactions [Abstract]

Related Party Transactions

Note 5 — Related Party Transactions

Founder Shares

On October 16, 2023, the Company issued 17,250,000 shares of Class B ordinary shares, $0.0001 par value per share to the Sponsor (“Founder Shares”), for an aggregated consideration of $25,000, or approximately $0.00145 per share. On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the 17,250,000 shares of Class B ordinary shares were converted to 1,725,000 Class B ordinary shares.

On March 20, 2024, in connection with the Company’s IPO and the underwriters’ over-allotment option, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the Sponsor purchased an additional 258,750 Class B ordinary shares, increasing the total number of Founder Shares to 1,983,750. The additional 258,750 Founder Shares were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised. The underwriters did not exercise the over-allotment option, and accordingly, the 258,750 Founder Shares were forfeited. Upon the closing of the IPO on March 20, 2024, the remaining 1,725,000 Founder Shares automatically converted into 1,725,000 Class A ordinary shares. As of August 31, 2026 and November 30, 2025, no Class B ordinary shares were issued or outstanding, and 1,725,000 Class A ordinary shares issued to the Sponsor as Founder Shares remained outstanding.

The Initial Shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares for a time period ending on the date that is the earlier of (A) six months after the completion of the Company’s initial business combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of the public shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, the converted shares of our Class A ordinary shares will be released from the lock-up if (1) the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination or (2) if the Company complete a transaction after the initial business combination which results in all of the shareholders having the right to exchange their shares for cash, securities or other property. The Initial Shareholders also agree not to transfer any ownership interest in, except to permitted transferees, their private placement until at least 30 days following the completion of the business combination. However, if after a business combination there is a transaction whereby all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-asset sale liquidation) or another issuer’s shares, then the Founder Shares or the private placement units (or any shares of ordinary shares thereunder) shall be permitted to participate.

Convertible Notes — Related Party

On June 13, 2025, September 23, 2025, February 12, 2026, May 4, 2026, and August 21, 2026, the Company issued convertible promissory notes to the Sponsor (the “June Note”, the “September Note”, the “February 2026 Convertible Note”, the “May 2026 Convertible Note”, and “August 2026 Convertible Note”, collectively, the “Convertible Notes”), each permitting borrowings of up to $350,000, $350,000, $300,000, $300,000 and $300,000, respectively. As of August 31, 2026, the Company had drawn $1,515,000 under the five Convertible Notes.

The June Note bears interest at 6% per annum and all of the September Note, February 2026 Convertible Note, May 2026 Convertible Note and August 2026 Convertible Note bear interest at 10% per annum. The Convertible Notes are unsecured and mature on the earlier of (i) the consummation of a business combination or (ii) the Company’s liquidation date, as approved by shareholders. Upon consummation of a business combination, the Sponsor may elect to convert any unpaid principal and accrued interest into ordinary shares of the Company.

The conversion price for both the June and September Convertible Notes was defined as the most favorable price per share, conversion rate, or valuation assigned to any equity securities issued by the target company in connection with the DeSPAC transaction to any third party during the thirty-six (36) months preceding conversion. Because the conversion price was variable and based on the valuation of equity securities issued by the target company, the embedded conversion feature did not qualify for the equity scope exception under ASC 815-40. Accordingly, the conversion feature was bifurcated and recorded as a derivative liability at fair value, with changes in fair value recognized in earnings.

On September 30, 2025, the Convertible Notes were modified such that the conversion feature became convertible solely into the Company’s own ordinary shares at a fixed conversion price of $1.00 per share, which represents one-tenth (1/10) of the Company’s $10.00 initial public offering price per unit. Following the modification, the conversion option met the equity scope exception under ASC 815-40, and the Convertible Notes were accounted for as debt with no further fair value remeasurement.

Upon the modification of the Convertible Notes on September 30, 2025, the conversion feature was revised such that it met the equity scope exception under ASC 815-40. As a result, the embedded derivative no longer required separate liability classification. The carrying amount of the derivative liability as of the modification date was reclassified to additional paid-in capital.

As of August 31, 2026 and November 30, 2025, there was no derivative liability outstanding.

As of August 31, 2026, the outstanding carrying amount of Convertible Notes was $1,512,366, net of unamortized discount of $2,634. As of November 30, 2025, the outstanding carrying amount of Convertible Notes was $595,369, net of unamortized discount of $4,631.

June Convertible Note

In June 2025, the Company issued a convertible promissory note that includes an embedded conversion feature. The Company evaluated the conversion feature under ASC 815 and concluded that it is not clearly and closely related to the host debt instrument and does not qualify for equity classification. Accordingly, the embedded conversion feature was bifurcated and accounted for as a derivative liability, initially measured at fair value on the issuance date, with a corresponding debt discount recorded against the carrying amount of the note. The derivative liability was subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings, and the debt discount is accreted to interest expense over the term of the note using the effective interest method in accordance with ASC 835-30. The remeasurement ended on September 30, 2025.

September Convertible Note

In September 2025, the Company amended the terms of its previously issued convertible note (the “Amendment”), which modified certain conversion features and related terms. The Company evaluated the Amendment under ASC 470-50 and ASC 815 and determined that the changes did not result in an extinguishment of the original debt instrument. Accordingly, the Amendment was accounted for as a modification, with the conversion feature qualifies for the equity scope exception under ASC 815-40, as it is indexed to the Company’s own stock. Accordingly, from that point forward, it is no longer accounted for as a derivative liability and no subsequent fair value remeasurement is required.

February 2026 Convertible Note

The February 2026 Convertible Note is convertible solely into the Company’s own ordinary shares at a fixed conversion price of $1.00 per share, which represents one-tenth (1/10) of the Company’s $10.00 initial public offering price per unit. The conversion option met the equity scope exception under ASC 815-40, therefore it is accounted for as equity and that no fair value remeasurement is required.

May 2026 Convertible Note

The May 2026 Convertible Note is convertible solely into the Company’s own ordinary shares at a fixed conversion price of $1.00 per share, which represents one-tenth (1/10) of the Company’s $10.00 initial public offering price per unit. The conversion option met the equity scope exception under ASC 815-40, therefore it is accounted for as equity and that no fair value remeasurement is required.

August 2026 Convertible Note

The August 2026 Convertible Note is convertible solely into the Company’s own ordinary shares at a fixed conversion price of $1.00 per share, which represents one-tenth (1/10) of the Company’s $10.00 initial public offering price per unit. The conversion option met the equity scope exception under ASC 815-40, therefore it is accounted for as equity and that no fair value remeasurement is required.

Working Capital Loans

In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Initial Shareholders or their affiliates may, but are not obligated to, loan us funds as may be required. If the Company completes an initial Business Combination, it will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Certain amount of such working capital loans may be converted into private units at $10.00 per unit. As of August 31, 2026 and November 30, 2025, the Company had no borrowings under the working capital loans.

Due to Related Party

The Sponsor paid certain transaction costs on behalf of the Company. These amounts are due on demand and non-interest bearing. As of August 31, 2026 and November 30, 2025, the amount due to the related party was $7,400 and $0, respectively.

Administrative Services Agreement

The Company entered into an Administrative Services Agreement with the Sponsor on December 4, 2023, commencing on the effective date of the registration statement of IPO through the later of the Company’s consummation of a Business Combination or 21 months from such effective date, to pay the Sponsor a total of $10,000 per month for office space and administrative and support services. The Company incurred $30,000 and $90,000 for the three and nine months ended August 31, 2026, respectively, of which $30,000 and $0 was due to the Sponsor as of August 31, 2026 and November 30, 2025 included in the accompanying balance sheets under Due to related party – administrative expenses.