v3.26.3
Related Party Transactions
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

 

Founder Shares

 

On May 20, 2026, the Company issued 7,503,750 Class B ordinary shares (the “Founder Share” and collectively with any future Class B ordinary shares, the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.003 per share. Up to 978,750 of the Class B ordinary shares may be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. On August 14, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As a result, the 978,750 Founder Shares are no longer subject to forfeiture.

 

The Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination or (y), the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

 

Promissory Note — Related Party

 

On May 19, 2026, 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 is non-interest bearing, unsecured and due at the earlier of December 31, 2026 or the closing of the Initial Public Offering. As of June 30, 2026, the Company had borrowed $154,886 under the promissory note. Subsequently on August 14, 2026, the Company repaid the total outstanding borrowings under the promissory note amounting to $237,701. Borrowing against the promissory note is no longer available.

 

Advances from Related Party

 

As of June 30, 2026 and December 31, 2025, the Company owes a related party $0 and $25,000, respectively, for expenses paid on its behalf, which is included in advances from related party on the accompanying condensed balance sheets. The amounts were non-interest bearing and due on demand. On May 20, 2026, the Company issued 7,503,750 Class B ordinary shares to the Sponsor and the $25,000 outstanding balance was applied in full settlement of the advances from related party.

 

Administrative Services Agreement

 

Commencing on August 13, 2026, the date on which the Company’s securities are listed on Nasdaq, the Company agreed to pay the Sponsor or an affiliate of the Sponsor a total of $30,000 per month for office space, utilities and shared personnel support services. Upon completion of the initial Business Combination or its liquidation, the Company will cease paying these monthly fees. As of June 30, 2026, no amount has been accrued for these services.

 

Advisory Agreement

 

Commencing on August 13, 2026, the date on which the Company’s securities are listed on Nasdaq, the Company agreed to pay to an affiliate of the Company’s Chief Executive Officer, a total of $30,000 per month for advisory services. Upon completion of the initial Business Combination or its liquidation, the Company will cease paying these monthly fees. As of June 30, 2026, no amount has been accrued for these services.

 

Working Capital Loans

 

In order to finance transaction costs in connection with the initial Business Combination, the Sponsor, any of its affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in 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 units at the time of the initial Business Combination at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units issued to the Sponsor. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.