v3.25.4
FAIR VALUE MEASUREMENTS
12 Months Ended
Dec. 31, 2025
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 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 as of December 31, 2025 and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

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December 31, 

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December 31, 

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Level

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2025

​

2024

Assets:

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Investments held in Trust Account

 

1

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$

241,188,555

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$

201,317,274

Liability:

 

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Fair value of over-allotment option liability

 

3

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$

—

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$

279,159

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At December 31, 2025 and 2024, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.

The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheets. The over-allotment option liability is measured at fair value at December 31, 2024 and on a recurring basis, with changes in fair value presented within change in fair value of over-allotment option liability in the statement of operations.

The Company used a Black-Scholes model to value the over-allotment option liability. 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 and assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary share based on historical volatility that matches the expected remaining life of the over-allotment 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 over-allotment option. The expected life of the over-allotment option is assumed to be equivalent to its remaining contractual term.

The key inputs into the Black-Scholes model were as follows at initial measurement and the date of the full exercise of the over-allotment option:

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January 27,

 

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2025

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Risk-free interest rate

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4.44

%

Expected term (years)

 

​

0.01

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Expected volatility

 

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7.91

%

Exercise price

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$

10.00

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December 31, 

 

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2024

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Risk-free interest rate

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4.40

%

Expected term (years)

 

​

0.08

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Expected volatility

 

​

7.91

%

Exercise price

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$

10.00

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The fair value of Public Warrants was determined using a Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ equity and will not require remeasurement after issuance.

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

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December 16,

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2024

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Estimated share price

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$

9.90

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Exercise price

 

$

11.50

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Term (years)

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2.61

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Annual risk-free rate

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4.23

%

Annual volatility after expected Business Combination date

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5.1

%

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