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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 10 - SUBSEQUENT EVENTS

 

Issuance of Promissory Notes

 

On February 19, 2026, the Company entered into two unsecured promissory notes with Soulpower Management LLC (the “Lender”), the sole managing member of the Sponsor. The Lender is controlled by the Company’s Chief Executive Officer and Chairman, and certain other directors of the Company are members of the Lender.

 

A Note

 

The Company issued an unsecured promissory note in a principal amount of up to $785,000 (the “A Note”). The A Note matures on the earlier of (i) the consummation of the Company’s initial Business Combination or (ii) the liquidation of the Company and may be prepaid at any time without penalty. The A Note bears a flat-rate interest amount equal to 22% of the principal due at maturity, unless prepaid earlier, and is not convertible into any securities of the Company. The A Note contains customary events of default, certain of which result in the unpaid principal, accrued interest, and all other amounts becoming immediately due. As of March 27, 2026, the Company had received $745,000 in advances under the A Note. Proceeds were used for general working capital purposes.

 

B Note

 

On the same date, the Company also issued an unsecured promissory note in a principal amount of up to $2,500,000 (the “B Note”). Under the terms of the B Note, the outstanding principal balance is automatically and irrevocably forgiven in full upon consummation of the Company’s initial Business Combination, at which time all obligations of the Company under the B Note will be deemed satisfied without further action. If the Company does not consummate a Business Combination, the B Note becomes due upon the earlier of (i) an event of default or (ii) the liquidation of the Company. The B Note bears no interest, is not convertible into securities of the Company, and includes customary default provisions under which the full unpaid principal and all other amounts become immediately due. As of March 27, 2026, the Company had received approximately $1,362,050 in advances under the B Note. Proceeds were used for general working capital purposes.