Related Party Transactions |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares and EBC Founder Shares On August 27, 2024, the Company issued 4,312,500 ordinary shares (“Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.006 per share. The Company received payment for the Founder Shares in September 2024. On November 14, 2024, the Sponsor surrendered 479,167 Founder Shares for no consideration, resulting in the Sponsor holding 3,833,333 Founder Shares. Up to 500,000 of such Founder Shares were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full. On January 3, 2025, the underwriters fully exercised their over-allotment option resulting in no shares subject to forfeiture related to the over-allotment option. Upon the closing of the Initial Public Offering, the Founder Shares were placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent. Pursuant to such escrow arrangement, the Founder Shares may not, subject to limited exceptions, be transferred, assigned, sold or released from escrow until the earlier to occur of: (A) six months after the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the initial Business Combination that results in all public shareholders having the right to exchange their ordinary shares for cash, securities or other property. On November 14, 2024, the Sponsor transferred 125,000 Founder Shares to director nominees and special advisors to the Company. The sale of the Founders Shares to the Company’s director’s nominees and special advisors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 125,000 shares granted to the Company’s director’s nominees and special advisors was $477,500 or $3.82 per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of the issuance date of these financial statements, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-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 Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. On August 27, 2024, the Company issued to EBC 400,000 ordinary shares (“EBC founder shares”) for a purchase price of approximately $0.006 per share and an aggregate purchase price of $2,319. The Company received payment for the EBC founder shares in September 2024. On November 14, 2024, EBC surrendered 133,333 EBC founder shares for no consideration, resulting in EBC holding 266,667 EBC founder shares. The Company estimated the fair value of the EBC founder shares to be $1,538,400, or $3.846 per share. Accordingly, $1,536,081 (the total $1,538,400 fair value less $2,319 paid by EBC) was recorded as a deferred offering costs with a corresponding increase in additional paid-in capital. The Company established the initial fair value for the EBC founder shares on August 27, 2024, the date of the issuance, using a calculation prepared by a third-party valuation firm which takes into consideration a discount for lack of marketability calculation of 1.6%, volatility of 5.3%, a risk-free rate of 3.99% and restricted term in years of 1.69. The EBC founder shares are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a Business Combination (assumed to be 44%, based on market data from 2021 through 2023 of similar entities who have settled versus completed a Business Combination), the probability, at the time of determination, of the Initial Public Offering (assumed to be 90%, based on management assumptions and an overview of market data), and other risk factors. EBC has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within 18 months, June 23, 2026, from the closing of the Initial Public Offering. On November 14, 2024, the Sponsor surrendered 479,167 Founder Shares for no consideration and EBC surrendered 133,333 EBC founder shares for no consideration. All share and per share information has been retrospectively presented. The EBC founder shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the Initial Public Offering. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Initial Public Offering, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. Promissory Note — Related Party Prior to the Initial Public Offering, 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. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2024 or the closing of the Initial Public Offering. The loan was repaid at the closing of the Initial Public Offering out of the $750,000 of offering proceeds that were allocated to the payment of offering expenses. As of December 31, 2025 and 2024, the Company had borrowed $0 under the promissory note and no other borrowings are permitted under this loan agreement. Administration Fee Commencing on December 19, 2024 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company entered into an agreement with the Sponsor to pay the Sponsor or an affiliate thereof a total of $10,000 per month for office space, administrative and support services. The Company will cease payments upon the completion of a Business Combination or a liquidation event. As of December 31, 2025 and 2024, the Company incurred $122,667 and $1,667, respectively, of administrative services fees which were included in operating expenses on the statements of operations. At December 31, 2025 and 2024, $0 and $1,667 was outstanding and reported as accrued expenses on the accompanying balance sheets, respectively. Related Party 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 would 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 $1,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post Business Combination entity at a price of $10.00 per Unit at the option of the lender. The Units would be identical to the Private Placement Units. As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding. Special Advisors Jonathan Rotolo and William Callanan serve as special advisors to the Company to (i) assists the Company in sourcing, negotiating and consummating a potential Business Combination, (ii) provide their business insights when the Company assesses potential Business Combination targets and (iii) upon the Company’s requests, provide their business insights as the Company works to create additional value in the businesses that the Company acquires. The Company has no written advisory agreements with either of these individuals and they have no other employment or compensation arrangements with the Company. They will not serve on the board or any committee thereof, nor will they have any voting or decision-making capacity on the Company’s behalf. They will also not be required to devote any specific amount of time to the Company’s efforts or be subject to the fiduciary requirements to which the board members are subject. Accordingly, if either becomes aware of a Business Combination opportunity which is suitable for the Company, they are under no obligation to introduce it to the Company before any other prospective acquiror. Jonathan Rotolo is the brother of Tim Rotolo and William Callanan has no familial relations with the Company’s management or board members. Consulting Agreement On June 1, 2025, the Company entered into a Consulting Agreement with Kujo Capital, LLC, a Wyoming limited liability company (“Consultant”) pursuant to which Kujo Capital, LLC agrees to make available the services of Mr. Andrew Kucharchuk as Chief Financial Officer of the Company on a consultancy basis. The agreement was originally effective through |