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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2026
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Going Concern Consideration

As of June 30, 2026, the Company had $307,155 in cash held outside the Trust Account and working capital of $228,203.

 

In order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). Such Working Capital Loans, if any, would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, a portion of such loans may be converted into private placement units at a price of $10.00 per unit. Such private placement units would be identical to the units issued in the private placement. 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 such loans, but no proceeds held in the Trust Account would be used to repay such loans.

 

The Company has until April 15, 2027 (or July 15, 2027 in the event that a definitive Business Combination agreement has been publicly announced) to consummate a Business Combination. If the Company is unable to complete a Business Combination by such date, the Company will be required to cease all operations except for the purpose of winding up, redeem the Public Shares and thereafter liquidate and dissolve, unless the completion period is validly extended. It is uncertain that the Company will be able to consummate a Business Combination by this date.

 

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, "Presentation of Financial Statements – Going Concern," management has determined that the Company’s mandatory liquidation and subsequent dissolution, should a Business Combination not be completed by April 15, 2027, raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date these unaudited financial statements are issued. Management intends to address this uncertainty through the completion of a Business Combination or a valid extension of the completion period; however, there can be no assurance that these plans will be successful. These unaudited financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Basis of Presentation

The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"), including the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been omitted pursuant to such rules and regulations. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods. The accompanying unaudited financial statements should be read in conjunction with the Company’s audited financial statements as of December 31, 2025 included in the Company’s final prospectus dated April 13, 2026 and the audited balance sheet as of April 15, 2026 included as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2026.

Emerging Growth Company

The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the Company’s securities less attractive as a result, there may be a less active trading market for its securities and the prices of its securities may be more volatile.

 

In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. This may make comparison of the Company’s unaudited financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standard used. The Company intends to take advantage of the benefits of this extended transition period.

Use of Estimates

The preparation of the unaudited financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $307,155 in cash and no cash equivalents held outside the Trust Account as of June 30, 2026.

Investments Held in Trust Account

As of June 30, 2026, the assets held in the Trust Account, amounting to $100,738,435, were invested in the BlackRock Liquidity Funds Treasury Trust Fund (Ticker: TTTXX), an institutional government money market fund that invests solely in U.S. Treasury obligations and repurchase agreements collateralized by such obligations and that meets the conditions of Rule 2a-7 under the Investment Company Act. The Company’s investments held in the Trust Account are presented at fair value, which is based on the fund’s published net asset value of $1.00 per share (see Note 8). Dividend income earned on the investments held in the Trust Account is recognized when earned and is presented in the accompanying unaudited statements of operations. Such earnings are legally restricted and, other than to pay taxes, if any, are not available for the Company’s working capital purposes prior to a Business Combination or liquidation.

Deferred Offering Costs

The Company complies with the requirements of ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, "Expenses of Offering." Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, "Debt with Conversion and Other Options," addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied the guidance in ASC 470-20 by analogy to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares, warrants, and rights, using the residual method by allocating Initial Public Offering proceeds first to the assigned value of the warrants and rights and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged against the carrying amount of the Class A ordinary shares subject to possible redemption (temporary equity), and offering costs allocated to the warrants and rights included in the Units and the Private Placement Units, and to the other equity-classified instruments, were charged to shareholders’ equity (additional paid-in capital), as such instruments, after management’s evaluation, are accounted for as equity. Offering costs allocated to the over-allotment option liability, which is classified as a liability under ASC 480, were expensed as incurred and are presented separately in the accompanying unaudited statements of operations.

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity, as the redemption provisions are not solely within the control of the Company.

 

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from the initial book value to the redemption value. Changes in the carrying value of redeemable shares are recorded as adjustments to additional paid-in capital (to the extent available) and accumulated deficit.

 

Accordingly, as of June 30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. As of June 30, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

 

 

 

Number of Shares

 

 

Amount

 

Public offering proceeds

 

 

10,000,000

 

 

$100,000,000

 

Less:

 

 

 

 

 

 

 

 

Proceeds allocated to public rights

 

 

 

 

 

 

(3,457,237)

Proceeds allocated to public warrants

 

 

 

 

 

 

(874,748)

Proceeds allocated to over-allotment option liability

 

 

 

 

 

 

(70,726)

Allocation of offering costs related to redeemable shares

 

 

 

 

 

 

(4,264,043)

Add:

 

 

 

 

 

 

 

 

Accretion of carrying value to redemption value

 

 

 

 

 

 

8,666,754

 

Balance as of April 15, 2026

 

 

10,000,000

 

 

 

100,000,000

 

Subsequent remeasurement of carrying value to redemption value

 

 

 

 

 

 

738,435

 

Class A ordinary shares subject to possible redemption – June 30, 2026

 

 

10,000,000

 

 

$100,738,435

 

 

The Class B ordinary shares are classified as a component of shareholders’ equity since they are not subject to possible redemption outside of the Company’s control.

Share Rights

The Company accounted for the Public and Private Placement Share Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, "Derivatives and Hedging." The Company evaluated the rights and concluded that they meet the criteria for equity classification. Accordingly, the rights are classified as equity at their assigned value upon issuance and are not subject to subsequent remeasurement.

Warrant Instruments

The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, "Derivatives and Hedging," specifically ASC 815-40, "Contracts in Entity’s Own Equity." The Company evaluated the warrant instruments and concluded that they meet the criteria for equity classification, as the warrants are indexed to the Company’s own stock and meet all conditions for equity classification under ASC 815-40. Accordingly, the warrants are classified as equity at their assigned value upon issuance and are not subject to subsequent remeasurement.

 

As of June 30, 2026, there were 10,000,000 Public Warrants and 140,000 Private Placement Warrants outstanding.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2026. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000. At June 30, 2026, the Company had approximately $57,155 in excess of federally insured limits. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Net Income (Loss) Per Ordinary Share

The Company complies with the accounting and disclosure requirements of ASC Topic 260, "Earnings Per Share." The Company has three classes of shares for purposes of computing net income (loss) per share: Class A ordinary shares subject to possible redemption, non-redeemable Class A ordinary shares and Class B ordinary shares. Income and losses are allocated ratably between the classes based on the weighted average number of shares outstanding during the periods, as the classes share ratably in the Company’s income and losses. Basic and diluted net income (loss) per ordinary share is computed by dividing the net income (loss) allocable to each class by the weighted average number of ordinary shares of that class outstanding during the period. The 527,027 Class B ordinary shares that were subject to forfeiture are excluded from the calculation of weighted average shares outstanding for the 2026 periods; the underwriters’ over-allotment option expired unexercised on May 28, 2026, and such shares became subject to surrender for no consideration and remain excluded from weighted average shares outstanding (see Notes 5 and 7). The Public and Private Placement Rights were excluded from diluted net income (loss) per ordinary share because the issuance of the underlying shares is contingent upon the completion of a Business Combination. The Public and Private Placement Warrants were excluded because their effect would have been antidilutive. Accordingly, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:

 

 

 

Three Months Ended June 30, 2026

Redeemable

Class A

 

 

Non-Redeemable

Class A

 

 

Class B

 

Allocation of net income (loss)

 

$513,168

 

 

$25,145

 

 

$213,085

 

Basic and diluted weighted average shares outstanding

 

 

8,461,538

 

 

 

414,615

 

 

 

3,513,514

 

Basic and diluted net income (loss) per share

 

$0.06

 

 

$0.06

 

 

$0.06

 

 

 

 

Period from June 3, 2025 (Inception) Through June 30, 2025

Redeemable

Class A

 

 

Non-Redeemable

Class A

 

 

Class B

 

Allocation of net income (loss)

 

$-

 

 

$-

 

 

$(4,431)

Basic and diluted weighted average shares outstanding

 

 

-

 

 

 

-

 

 

 

3,896,236

 

Basic and diluted net income (loss) per share

 

$-

 

 

$-

 

 

$(0.00)

 

 

 

Six Months Ended June 30, 2026

Redeemable

Class A

 

 

Non-Redeemable

Class A

 

 

Class B

 

Allocation of net income (loss)

 

$398,320

 

 

$19,518

 

 

$328,974

 

Basic and diluted weighted average shares outstanding

 

 

4,254,144

 

 

 

208,453

 

 

 

3,513,514

 

Basic and diluted net income (loss) per share

 

$0.09

 

 

$0.09

 

 

$0.09

 

 

 

 

Period from June 3, 2025 (Inception) Through June 30, 2025

Redeemable

Class A

 

 

Non-Redeemable

Class A

 

 

Class B

 

Allocation of net income (loss)

 

$-

 

 

$-

 

 

$(4,431)

Basic and diluted weighted average shares outstanding

 

 

-

 

 

 

-

 

 

 

3,896,236

 

Basic and diluted net income (loss) per share

 

$-

 

 

$-

 

 

$(0.00)
Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, and gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The fair value hierarchy and the Company’s assets and liabilities measured at fair value are described in Note 8.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, "Fair Value Measurement," approximates the carrying amounts represented in the accompanying unaudited balance sheets, primarily due to their short-term nature.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances annual and interim segment disclosures, including additional information on segment expenses, the role of the Chief Operating Decision Maker (CODM), and how segment performance is evaluated. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. Early adoption is permitted. The adoption of this ASU resulted in additional disclosures but did not have a material impact on the Company’s financial statements.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires more detailed information in the effective tax rate reconciliation and income taxes paid. As an emerging growth company that has elected to use the extended transition period for complying with new or revised accounting standards, the guidance is effective for the Company for its annual period beginning January 1, 2026. Given that there is currently no taxation imposed by the government of the Cayman Islands, the Company does not expect the adoption of this guidance to have a material impact on its financial statements.

 

Management does not believe any other recently issued, but not yet effective, accounting standards will have a material impact on the Company’s financial statements.