Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| 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 unaudited condensed 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 the Combination Period. 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. 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. For the three and six months ended June 30, 2026, the Company recognized $30,000 and $60,000 in administrative fees, respectively. For the three and six months ended June 30, 2025, the Company recognized $30,000 and $62,667 in administrative fees, respectively. As of June 30, 2026 and December 31, 2025, $30,000 and $0 had been accrued and remained unpaid under this agreement, 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 June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding. Promissory Notes – Related Party On April 14, 2026, the Company issued an unsecured promissory note (the “Working Capital Note”) in the principal amount of up to $1,500,000 to Range Capital Holdings, LLC (the “Payee”), an affiliate of the Sponsor and a significant shareholder of the Company, which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by the Company. The Working Capital Note does not bear interest, and the principal balance will be payable on the date on which the Company consummates its initial business combination (such date, the “Maturity Date”). In the event the Company consummates its initial business combination, the Payee has the option on the Maturity Date to convert all or any portion of the principal outstanding under the Working Capital Note into that number of units (“Working Capital Units”) equal to the portion of the principal amount of the Working Capital Note being converted divided by $ 10.00, rounded up to the nearest whole number. The terms of the Working Capital Units, if any, would be identical to the terms of the private placement units issued by the Company at the time of its Initial Public Offering, as described in the prospectus for the Initial Public Offering dated December 19, 2024 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions applicable thereto. The Working Capital Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable. The Working Capital Note is accounted for as debt under ASC 470-10. The Company did not elect the fair value option, and the embedded features do not require bifurcation. Accordingly, the Working Capital Note is initially recorded at par, representing the proceeds received. During the six months ended June 30, 2026, the Company has drawn $112,000 under the Working Capital Note. On June 18, 2026, the Company issued an unsecured promissory note (the “Extension Note”) in the principal amount of up to $540,000 to its Sponsor, to be drawn down in connection with the Extension Contributions. The Extension Note does not bear interest and the principal balance will be payable on the earlier of: (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. In the event that the Company does not consummate an initial business combination, the Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any. The Extension Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Extension Note and all other sums payable with regard to the Extension Note becoming immediately due and payable. As of June 30, 2026, $60,000 was drawn down under the Extension Note and deposited into the Trust Account. 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 December 31, 2025, and was subsequently extended for an additional 12 months, during which the Consultant is entitled to a monthly fee of $7,500. For the three and six months ended June 30, 2026, the Company incurred and paid $22,500 and $45,000, in consulting fees, respectively. For the three and six months ended June 30, 2025, the Company incurred and paid $7,500 in consulting fees. |