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FAIR VALUE MEASUREMENTS
6 Months Ended
Jun. 30, 2026
FAIR VALUE MEASUREMENTS  
FAIR VALUE MEASUREMENTS

NOTE 8 — FAIR VALUE MEASUREMENTS

 

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

 

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

 

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2026, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 

Description

 

Level

 

 

June 30, 2026

 

Assets:

 

 

 

 

 

 

Investments held in Trust Account – money market fund

 

 

1

 

 

$100,738,435

 

 

The Public Warrants, Private Placement Warrants, Public Rights and Private Placement Rights are classified within shareholders’ equity and are not subsequently remeasured. The Public Shares are classified as temporary equity and are remeasured to redemption value as described in Note 2. The assigned values discussed below represent non-recurring fair value measurements determined as of April 15, 2026, the issuance date, solely for purposes of allocating the gross proceeds and offering costs among the instruments issued.

 

The fair value of the warrants was $886,995 in the aggregate, or approximately $0.09 per warrant, comprising $874,748 attributable to the Public Warrants and $12,247 attributable to the Private Placement Warrants. The fair value of the warrants was determined using a Binomial Lattice Model, which incorporates the contractual terms of the warrants, including the exercise price, redemption features, and expected term.

 

The Private Placement Warrants are identical to the Public Warrants.

  

The warrants have been classified within shareholders’ equity and are not subject to subsequent remeasurement.

 

The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Warrants:

 

Input

 

April 15, 2026

 

Risk-free interest rate

 

 

3.99%

Expected term (years)

 

 

6.0

 

Pre-business combination volatility

 

 

5.00%

Post-business combination volatility

 

 

21.55%

Exercise price

 

$11.50

 

Underlying Class A ordinary share price

 

$9.91

 

Redemption threshold price

 

$18.00

 

Redemption threshold days

 

20 days within any 30-day period

 

Redemption price

 

$0.01

 

Probability of completing a Business Combination

 

 

15%

 

The fair value of the rights was $3,505,638 in the aggregate, or approximately $0.35 per right, comprising $3,457,237 attributable to the Public Rights and $48,401 attributable to the Private Placement Rights. The fair value of the rights was determined using a Probability-Weighted Expected Return Method, reflecting the contingent nature of the payoff based on the consummation of a Business Combination.

 

The rights have been classified within shareholders’ equity and are not subject to subsequent remeasurement.

 

The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Rights:

 

Input

 

April 15, 2026

 

Risk-free interest rate

 

 

3.70%

Expected term (years)

 

 

1.00

 

Underlying Class A ordinary share price

 

$9.57

 

Probability of completing a Business Combination

 

 

15%

The 350,000 representative shares issued to the underwriter were measured at their issuance-date fair value of $3,348,381, or $9.5668 per share, determined on a residual basis by reference to the fair value of a Unit less the fair value of the right and the warrant included in the Unit. The representative shares were recorded as non-cash underwriting compensation and treated as a cost of the offering.

 

Over-Allotment Option Liability

 

The over-allotment option granted to the underwriter was a freestanding financial instrument indexed to the Company’s contingently redeemable Public Shares and was accounted for as a liability under ASC 480, measured at fair value with changes in fair value recognized in earnings (see Note 2). The fair value of the option was determined using a Black-Scholes option pricing model. The original contractual term was 45 days from the April 13, 2026 prospectus date; as of the April 15, 2026 measurement date, the remaining contractual term was 43 days, or approximately 0.1178 years. The measurement was categorized within Level 3 of the fair value hierarchy. The following table presents the quantitative information regarding the inputs used in the Level 3 valuation of the over-allotment option:

 

Input

 

April 15, 2026

 

Number of option Units

 

 

1,500,000

 

Underlying Unit fair value

 

$9.99

 

Exercise price per Unit

 

$10.00

 

Remaining contractual term (years)

 

 

0.1178

 

Expected volatility

 

 

2.00%

Risk-free interest rate

 

 

3.72%

Fair value per option Unit

 

$0.0472

 

 

The option expired unexercised on May 28, 2026, and its fair value at that date was zero. The following table presents the change in the fair value of the over-allotment option liability:

 

 

 

Over-Allotment Option Liability

 

Initial recognition at April 15, 2026

 

$70,726

 

Change in fair value

 

 

(70,726)

Balance as of June 30, 2026

 

$-

 

 

There were no transfers into or out of Level 3 during the three and six months ended June 30, 2026.