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Commitments and Contingencies
9 Months Ended
Sep. 30, 2026
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

 

Risks and Uncertainties

 

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

 

Registration Rights Agreement

 

The holders of (i) the Founder Shares, (ii) the Private Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) have registration rights to require the Company to register for resale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement dated July 23, 2026. The holders of the majority of these securities are entitled to make up to three demands, excluding short-form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding anything to the contrary, BTIG may only make a demand on one occasion and only during the five-year period beginning on the commencement of sales of the Initial Public Offering. In addition, BTIG may participate in a piggyback registration only during the seven-year period beginning on the effective date of the IPO Registration Statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

The Company granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Option Units to cover any over-allotments, if any (the “Over-Allotment Option”) at the Initial Public Offering price less the underwriting discounts. On July 27, 2026, the Underwriters partially exercised their Over-Allotment Option in the amount of 500,000 Option Units and forfeited the remaining unexercised balance of 2,500,000 Option Units.

 

The Underwriters were paid a cash underwriting discount of $4,100,000 (2.0% of the gross proceeds of the Public Units sold in the Initial Public Offering). Additionally, the Underwriters are entitled to a deferred underwriting fee of 3.50% of the gross proceeds of the Initial Public Offering held in the Trust Account, or $7,175,000 in the aggregate, payable upon the completion of the initial Business Combination subject to the terms of the underwriting agreement dated July 23, 2026, by and between the Company and BTIG (the “Underwriting Agreement”).