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Private Placement
3 Months Ended
Mar. 31, 2026
Initial Public Offering [Abstract]  
PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

 

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 672,875 private placement units (each, a “Private Placement Unit”) at a price of $10.00 per Private Placement Unit, or Non-Managing Investor Private Placement Security (as defined below) generating gross proceeds of $6,728,750, as follows: (i) by and among the Company and each of the underwriters for the purchase by the underwriters of an aggregate of 232,875 Private Placement units for an aggregate purchase price of $2,328,750 and (ii) by and between the Company and the Sponsor for the purchase by the Sponsor of an aggregate of 440,000 Private Placement Units and 570,000 restricted Class A ordinary shares (the “Restricted Private Placement Shares,” the Restricted Private Placement Shares together with the Private Placement Units purchased by the Sponsor, collectively, the “Non-Managing Investor Private Placement Securities”) for an aggregate purchase price of $4,400,000.

 

Each Private Placement Unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the sale of the Private Placement Units and the Non-Managing Investor Private Placement Securities were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units and the Non-Managing Investor Private Placement Securities held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants expire worthless.

 

The Restricted Private Placement Shares are held by the Sponsor and will be transferred to the non-managing investors (or their designees) only upon the consummation of an initial business combination. Other than such permitted transfer, the Restricted Private Placement Shares will be subject to transfer restrictions for 90 days following the initial business combination and will be entitled to registration rights.

 

The fair value of the Restricted Private Placement Shares is $285,000, or $0.50 per Restricted Private Placement Shares. The fair value of the Restricted Private Placement Shares was determined using Monte Carlo Simulation Model. The Restricted Private Placement Shares have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Restricted Private Placement Shares:

 

    January 16,
2025
 
Unit value   $ 10.02  
Volatility     2.9 %
Risk free rate     4.39 %
Public warrant value   $ 0.04  
Implied stock value   $ 9.98  
Market adjustment     5.0 %