Subsequent Events |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through March 31, 2026, the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than as described below:
On January 28, 2026, the Sponsor surrendered 1,916,666 Founder Shares to the Company for no consideration, resulting in the Sponsor holding an aggregate of 7,666,667 Founder Shares. All shares and per share amounts have been retroactively presented.
On January 28, 2026, the Sponsor entered into agreement with independent directors and officers to transfer 73,334 Founder Shares to each of the Company’s independent directors and officers (for an aggregate of 660,006 Founder Shares), at the same per-share price that the Sponsor purchased such Founder Shares, or approximately $0.003 per share in exchange for their services as independent directors and officers through the Company’s initial Business Combination.
The registration statement for the Company’s Initial Public Offering was declared effective on January 28, 2026.
The Company entered into an agreement with the Sponsor, commencing on January 28, 2026, the date that the Company’s securities were first listed with Nasdaq, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a monthly fee of $10,000 for office space, administrative and shared personnel support services.
Pursuant to the Initial Public Offering on January 30, 2026, the Company sold 20,000,000 Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $200,000,000. On February 2, 2026, the Company consummated the closing of an additional 419,385 Units sold pursuant to the underwriters’ partial exercise of their over-allotment option, generating gross proceeds of $4,193,850.
Simultaneously with the closing of the Initial public Offering, the Sponsor purchased an aggregate of 400,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $4,000,000 in a private placement. Simultaneously with the consummation of the partial exercise of over-allotment option on February 2, 2026, the Company also consummated the sale of an additional 3,146 Private Placement Units to the Sponsor, generating gross proceeds of $31,460.
A total of $204,193,850 of the net proceeds from the Initial Public Offering (including the additional Units sold as the result of the partial exercise by the underwriters of their over-allotment option) and the sale of the Private Placement Units were placed in the Trust Account on February 2, 2026.
Transaction costs incurred on the closing of the Initial Public Offering on January 30, 2026 amounted to $2,632,385, consisting of $1,500,000 of cash underwriting discount, $491,500 representing fair value of representative shares issued to the representative of the underwriters, and $640,885 of other offering costs. On February 2, 2026, as a result of partial exercise by the underwriters of their over-allotment option, additional transaction costs incurred amounted to $41,756, consisting of $31,454 of cash underwriting discount and $10,302 representing fair value of additional representative shares issued to the representative of the underwriters.
The Company agreed to issue D. Boral, the representative of underwriters 50,000 Representative Shares upon the consummation of the Initial Public Offering. The Company agreed to issue additional 1,048 Representative Shares to D. Boral as a result of the partial exercise by the underwriters of their over-allotment option on February 2, 2026.
On January 30, 2026, the Company had borrowed an aggregate of $316,235 under such Promissory Note, $262,593 of which has been paid by the Company at the closing of the Initial Public Offering and the remaining $53,642 has been paid on March 16, 2026. Borrowings under the Promissory Note are no longer available.
On March 11, 2026, the underwriters forfeited the remaining unexercised balance of 2,580,615 over-allotment option Units. As a result, the Sponsor surrendered 860,205 Founder Shares to the Company for no consideration and the Company closed the remaining $160,600 over-allotment option liability against accumulated deficit.
Commencing on March 18, 2026, the holders of the Company’s Units may elect to separately trade the Class A ordinary shares and warrants included in the Units. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Any Units not separated will continue to trade on Nasdaq under the symbol “XSLLU”. Any underlying Class A Ordinary Shares and warrants that are separated will trade on Nasdaq under the symbols “XSLL” and “XSLLW,” respectively. Holders of Units will need to have their brokers contact Odyssey Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A Ordinary Shares and warrants. |