Fair Value Measurements

6 Months Ended

Jun. 30, 2026

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 9 — 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. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The over-allotment option was accounted for as a liability in accordance with FASB ASC Topic 480 and is presented within liabilities on the balance sheet. The over-allotment option liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within changes in fair value of over-allotment option liability in the statement of operations.  

The following table presents information about the Company’s assets and liability 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:
Cash and investments held in Trust Account	1	$	226,409,073
Liability:
Over-allotment liability	3	$	12,300

The fair value of the over-allotment option liability is $157,600 on June 10, 2026. The Company used a Black-Scholes model to value the over-allotment option. The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the option. The expected life of the option is assumed to be equivalent to their remaining contractual term.

The key inputs into the Black-Scholes model were as follows at initial measurement of the over-allotment option on June 10, 2026 and at the reporting period ended June 30, 2026:

	June 30,			June 10,
	2026			2026
Volatility		1.67	%		1.67	%
Expected term (years)		0.06			0.12
Daily treasury yield curve		3.69	%		3.70	%
Exercise price	$	10		$	10
Fair value of over-allotment unit	$	0.03		$	0.05
Over-allotment option		400,000			3,000,000

The following table presents the changes in the fair value of over-allotment option liabilities classified as Level 3 in the fair value hierarchy as of June 30, 2026 and June 10, 2026:

	Over-allotment option
Fair value as of June 10, 2026	$	157,600
Partial exercise of over-allotment option		(136,600	)
Changes in fair value of over-allotment liability		(8,700	)
Fair value as of June 30, 2026	$	12,300

The Public Warrants issued in the Initial Public Offering on June 10, 2026 and upon the partial exercise of the Over-Allotment Option on June 12, 2026 had fair values of approximately $3,100,000 and $403,000, respectively, representing $0.31 per Public Warrant, for an aggregated fair value of approximately $3,503,000. The fair value of the Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants issued in the Initial Public Offering and the exercise of the Over-Allotment Option 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 Level 3 valuation of the Public Warrants issued in the Initial Public Offering and the exercise of the Over-Allotment Option:

	June 10, 2026
Implied Class A share price	$	9.84
Exercise price	$	11.50
Simulation term (years)		7.00
Risk-free rate (continuous)		4.34	%
Selected volatility		22.50	%
Probability of de-SPAC and market adjustment		18.00	%
Expected term to de-SPAC (years)		2.00
Number of trading days at or over redemption trigger price		20/30