Related Party Transactions

9 Months Ended

Sep. 30, 2026

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On April 28, 2026, the Company issued an aggregate of 7,666,667 Class B Ordinary Shares in exchange for a $25,000 payment (approximately $0.003 per Class B Ordinary Share), from the Sponsor to cover certain expenses on behalf of the Company (such shares, including the Public Shares issuable upon conversion thereof, unless the context otherwise requires, the “Founder Shares”). Up to 1,000,000 of the Founder Shares was to be surrendered by the Sponsor for no consideration, depending on the extent to which the Over-Allotment Option was not exercised in full by the Underwriters. On July 27, 2026, the Over-Allotment Option was partially exercised and the unexercised balance was forfeited. As a result of the partial exercise and the forfeiture of the unexercised balance of the Over-Allotment Option, 166,666 Founder Shares are no longer subject to forfeiture and 833,334 Founder Shares were forfeited, resulting in the Sponsor holding 6,833,333 Founder Shares.

On July 13, 2026, the Sponsor assigned and transferred interests in an aggregate of 110,000 Founder Shares to the Company’s Chief Financial Officer (the “CFO”) and three independent directors of the Company in exchange for their services as officers and independent directors through the initial Business Combination. The Founder Shares will remain with the Sponsor if the holders of the Founder Shares no longer serve the Company prior to the initial Business Combination. The transfer of the Founder Shares to the holders of such interests are in the scope of FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The total fair value of the 110,000 Founder Shares on July 13, 2026 was $183,700 or $1.67 per Founder Share. The Company established the initial fair value of the Founder Shares on July 13, 2026, the grant date, using a calculation prepared by a third-party valuation team that takes into consideration the implied Class A Ordinary Share price of $9.84, and probability of a Business Combination and market adjustment of 17.0%. The Founder Shares were assigned subject to a performance condition (i.e., providing services through Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of membership interests that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the Founder Shares. As of September 30, 2026, the Company determined that the initial Business Combination was not considered probable and therefore no share-based compensation expense has been recognized.

The Founder Shares are designated as Class B Ordinary Shares and, except as described below, are identical to the Public Shares and holders of Founder Shares have the same shareholder rights as Public Shareholders, except (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below; (ii) the Founder Shares are entitled to registration rights; (iii) the Sponsor and the Company’s officers and directors have entered into the Letter Agreement with the Company, pursuant to which they have agreed to many limitations on the Founder Shares (see Note 1); (iv) the Founder Shares are automatically convertible into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Amended and Restated Articles; and (v) prior to the closing of the initial Business Combination, only holders of the Class B Ordinary Shares are entitled to vote on (x) the appointment and removal of directors or (y) continuing the Company in a jurisdiction outside the Cayman Islands (including any Special Resolution (as defined in Note 7) required to amend the Company’s constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

The holders of the Founder Shares have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issued upon conversion thereof until the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination 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. Any permitted transferees will be subject to the same restrictions and other agreements of the holders of the Founder Shares with respect to any Founder Shares (the “Lock-Up”). Notwithstanding the foregoing, if (1) the closing 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 30 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-Up.

IPO Promissory Note — Related Party

On April 28, 2026, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to an unsecured promissory note (the “IPO Promissory Note”). The loan was non-interest bearing, unsecured and due at the earlier of (i) March 31, 2027, or (ii) the closing of the Initial Public Offering or the date on which the Company determines not to conduct the Initial Public Offering. As of July 27, 2026, the Company had total outstanding borrowings of $215,099 under the IPO Promissory Note, of which $213,324 has been paid partially by the Company at the closing of the Initial Public Offering and the remaining balance of $1,775 was paid in full on July 30, 2026. As of September 30, 2026, there were no amounts outstanding under the IPO Promissory Note and borrowings are no longer available.

Administrative Services Agreement

The Company entered into an administrative services agreement with the Sponsor, dated July 23, 2026 (the “Administrative Services Agreement”). Pursuant to the Administrative Services Agreement, commencing on July 23, 2026, through the earlier of the Company’s consummation of initial Business Combination and its liquidation, to pay the Sponsor an aggregate of $15,000 per month for office space, utilities and secretarial and administrative support. For the three months ended September 30, 2026 and for the period from April 10, 2026 (inception) through September 30, 2026, the Company incurred $33,871, respectively, in fees for these services, all of which is included in accrued expenses in the accompanying unaudited condensed balance sheet as of September 30, 2026.

Due from Sponsor

As of September 30, 2026, the Company had a receivable from the Sponsor of $100,000, which is presented as due from the Sponsor in the accompanying unaudited condensed balance sheet. On October 28, 2026, the Sponsor repaid the Company $51,129 to settle the receivable, net of $48,871 administrative fees due to the Sponsor as of October 31, 2026.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company intends to repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,250,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Units sold in the private placement. As of September 30, 2026, the Company had no borrowings under the Working Capital Loans.