Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
On July 21, 2026, the Company held its Annual Meeting. At the Annual Meeting the Company’s stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation, to extend the date by which the Company has to consummate a business combination up to eleven (11) times, each such extension for an additional one (1) month period, from July 22, 2026 to June 22, 2027, provided that the Company deposits into the trust account established in connection with the Company’s initial public offering the sum of the lesser of (i) $50,000 and (ii) $0.03 per Public Share that remains outstanding for each one month extended. The Company’s stockholders approved an amendment to the Company’s investment management trust agreement, dated as of November 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company, to provide that the time for the Company to complete its initial business combination under the Trust Agreement from July 22, 2026, to June 22, 2027. In connection with the stockholders’ vote at the Annual Meeting 5,869,285 shares of common stock were tendered for redemption at a redemption price of approximately $10.57 per share, resulting in an aggregate payment from the Trust Account of $62,050,810. As a result of the redemptions, an extension payment of $30,921.45 will be required for each monthly extension. The Company has extended through August 22, 2026.
On July 7, 2026, the Sponsor deposited $229,700 (the “Second Extension Payment”) into the Trust Account in order to extend the Combination Period by one month to July 22, 2026. To evidence the Second Extension Payment, the Company issued a convertible promissory note to the Sponsor dated July 7, 2026 in the principal amount of $229,700 (the “Second Extension Note”). Amounts owed under the Second Extension Note do not accrue interest and are payable on the earlier of (i) the effective date of the consummation of the Company’s Business Combination or (ii) the date that the winding up of the Company is effective, and are convertible at the option of the Sponsor into units of the Company at a conversion price of $10.00 per unit, with each such unit being identical to the Private Units.
On July 27, 2026, Brady Rodgers resigned his positions as President and Chief Executive Officer of the Company and as a director. His resignation was not due to any disagreement with the Company on its operations, policies or practices. Effective July 29, 2026, Charles Fox, Chairman of the Board of Directors, was elected by the Board of Directors as President and Chief Executive Officer, and will continue to serve as Chairman. Effective July 29, 2026, Andrew Martin was appointed to the Board of Directors for a term expiring at the next annual meeting of stockholders. |