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Commitments and Contingencies
3 Months Ended
Mar. 31, 2026
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 6 — COMMITMENTS AND CONTINGENCIES

 

Risks and Uncertainties

 

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. 

 

Registration Rights Agreement

 

The holders of the (i) Founder Shares, (ii) Private Placement Units, (iii) Private Placement Rights, (iv) Private Placement Shares, (v) Class A Ordinary Shares that may be issued upon conversion of the Private Placement Rights upon the consummation of an initial Business Combination and (vi) Private Placement Shares that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a sale of any of the securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to the Registration Rights Agreement, dated May 28, 2025, which the Company entered into with the holders thereto. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

The Underwriters were granted a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any (the “Over-Allotment Option”). On May 30, 2025, the underwriter exercised its Over-Allotment Option, closing on the 3,000,000 Option Units simultaneously with the Initial Public Offering.

 

The Underwriters were paid a commission of $250,000 upon the closing of the Initial Public Offering.

 

Additionally, the Underwriters are entitled to a deferred underwriting discount of $0.30 per Unit or up to $6,900,000 in the aggregate (the “Deferred Fee”). Such Deferred Fee will not be payable with respect to any shares redeemed in connection with an initial Business Combination, and may be paid at the sole and absolute discretion of the Management to any one or more Financial Industry Regulatory Authority members, which may or may not include the Underwriters. The Deferred Fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination.

 

Deferred Legal Fees

 

As of March 31, 2026 and December 31, 2025, the Company has recorded $211,390 and $0, respectively, in legal fees that will be due at the closing of the Company’s initial Business Combination.

 

Advisory Fee

 

The Company entered into an agreement with the Santander US Capital Markets LLC, the representative of the Underwriters (“Santander”), in which the Santander is entitled to an advisory fee equal to 3% of the gross proceeds raised in the Initial Public Offering upon and subject to the closing of the initial Business Combination. The Company and Santander have explicitly confirmed that the economic substance and intentions of both parties as of the inception of agreement was to create a legally binding liability in the full amount of the advisory fee which would be paid at the consummation of the initial Business Combination. This agreement is in the scope of FASB ASC Topic 405. As of March 31, 2026 and December 31, 2025, $6,900,000 has been recorded as advisory fee payable on the accompanying condensed balance sheets and as advisory fee expense on the unaudited condensed statements of operations.

 

PIPE Agent Fee

 

On March 11, 2026, the Company advised Santander together with Kobre Capital LLC (“Kobre Capital”) that it intends to raise capital in connection with the Company’s proposed initial Business Combination with a Target. The Company engaged Santander to act as Agent and Kobre Capital to act as its co-exclusive placement Agent in connection with the proposed Private Placement of equity or other securities of the Company (including equity-linked or debt) (the “PIPE Securities”), the proceeds of which will be used to fund the business of the combined consolidated company resulting from the Transaction (the “Combined Entity”). As compensation for the Agent’s services as placement agents, the Company agrees to pay the Santander and Kobre Capital a placement fee equal to 2.150% and 0.850%, respectively, of the gross proceeds received from PIPE Purchasers in the Private Placement in connection with the Transaction (excluding any Excluded Investors). Any placement fee shall be deemed earned upon the closing with respect to each such PIPE purchaser of the purchase of PIPE Securities by such purchaser of PIPE Securities pursuant to the terms of the PIPE subscription agreements between the Company and any purchaser of PIPE Securities other than the Excluded Investors and such placement fees shall be paid in full at the closing of the Private Placement or, in the event of multiple fundings or drawings are contemplated in the PIPE subscription agreements, each closing of the Private Placement with respect to the amount funded or drawn at such closing with respect to such PIPE purchaser. As of March 31, 2026 and December 31, 2025, no amount has been accrued or paid under such agreement.