Related Party Transactions

3 Months Ended

Mar. 31, 2026

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On June 26, 2024, the Sponsor paid $25,000, or approximately $0.003 per share in consideration for 7,665,900 Class B ordinary shares (the “Founder Shares”) issued to the Sponsor. On December 6, 2024, the Sponsor surrendered 1,915,900 Founder Shares for no consideration. All share and per share amounts have been retroactively restated. The initial shareholders currently hold an aggregate of 5,750,000 Founder Shares.

The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would have collectively represented 25% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (not including the Restricted Private Placement Shares). On January 16, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000 Founder Shares are no longer subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

During July and August 2024, the Sponsor transferred 75,000 Founder Shares to three director nominees (25,000 shares each) for an aggregate amount of $225, or approximately $0.003 per share. The sale of the Founder Shares to the Company’s directors and director’s nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 75,000 shares granted to the Company’s director nominees was $36,750 or $0.49 per share. The Founder Shares were granted subject to a performance condition (i.e., named as directors at the occurrence of the Initial Public Offering). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature. Stock-based compensation was recognized upon the consummation of the Initial Public Offering in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

Promissory Note — Related Party

On June 26, 2024, the Company issued an unsecured promissory note to the Sponsor (as amended on January 6, 2025, the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $500,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) February 1, 2025 (as amended) or (ii) the consummation of the Initial Public Offering. As of January 16, 2025, the Company owed $284,023, which was repaid simultaneously with the closing of the Initial Public Offering. The Company paid the Sponsor a note balance of $285,318 causing an overpayment of $1,295. On January 22, 2025, the Sponsor returned $1,295 to the Company. Borrowings under this note are no longer available. As of March 31, 2026 and December 31, 2025, there were no outstanding under the Promissory Note, respectively.

On July 8, 2025, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $1,500,000 to Sponsor which may be drawn down from time to time prior to the Maturity Date (as defined below) upon request by the Company. The Note does not bear interest and the principal balance will be payable on the date on which the Company consummates its Business Combination (the “Maturity Date”). In the event the Company consummates the Business Combination, the Sponsor has the option on the Maturity Date to convert the principal outstanding under the Note into that number of ordinary shares of the post-business combination company (the “New PubCo Shares”). The number of New PubCo Shares to be received by the Sponsor in connection with such optional conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount (or portion thereof) payable to such Sponsor by (y) $10.00. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The Company accounts for the Note as a liability under ASC 470. The Company has not elected the fair value option under ASC 825-10. The embedded conversion feature is indexed to the Company’s own stock, meets the fixed-for-fixed criteria, and is not required to be bifurcated under ASC 815-15. Accordingly, the conversion feature qualifies for equity classification under ASC 815-40, provided there are sufficient authorized shares to settle the conversion, and no cash settlement contingencies exist. As a result, the Note is recognized at its principal amount, net of issuance costs, and presented and disclosed in accordance with ASC 470.

Concurrently with the issuance of the Note, the Company drew an initial amount of $250,000. As of March 31, 2026 and December 31, 2025, there was $250,000, outstanding under the Note.

Consulting Services

The Chief Executive Officer and the Chief Financial Officer entered into agreements with the Company, commencing on January 16, 2025 through the closing of the Company’s Business Combination, to pay each officer an aggregate of $20,833 per month, subject to availability of sufficient funds from working capital held outside the Trust Account. For the three months ended March 31, 2026, the Company incurred approximately $125,000, in fees for these services. For the three months ended March 31, 2025, the Company incurred and paid $104,000 for these services. As of March 31, 2026 and December 31, 2025, approximately $52,000 and $31,000 in unpaid consulting fees has been accrued and recorded under accrued expenses in the accompanying condensed consolidated balance sheets, respectively.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, any of their respective affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of March 31, 2026 and December 31, 2025, there are no Working Capital Loans outstanding.