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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  

 

Registration Rights

 

The holders of the Founder Shares, EBC Founder Shares, Private Placement Units, working capital units (if any), and their underlying securities are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for resale. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 

 

Underwriting Agreement

 

The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

 

The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $2,300,000 in the aggregate, which was paid at the closing of the Initial Public Offering and the over-allotment option, as applicable.

 

Business Combination Marketing Agreement

 

The Company has engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EBC a cash fee for such services upon the consummation of its Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering. In addition, the Company will pay EBC a cash fee upon the consummation of its Business Combination in an amount equal to 1.0% of the total consideration payable in the Business Combination if EBC introduces the Company to the target business with whom it completes a Business Combination.

 

Risks and Uncertainties

 

Management continues to evaluate the impact of the Russia-Ukraine conflict, Israel-Hamas and Israel-Hezbollah conflicts, United States-Iran-Israel conflict, and other hostilities in the Middle East, Southwest Asia and globally, as well as market uncertainty as a result of the enactment of new global tariff policies, and has concluded that while it is reasonably possible that these events could have a negative effect on the Company’s financial position, results of operations, search for a target company or completion of its Business Combination, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russia-Ukraine conflict, Israel-Hamas and Israel-Hezbollah conflicts, United States-Iran-Israel conflict, and other hostilities in the Middle East, Southwest Asia and globally, and subsequent sanctions, military actions or other related actions, as well as any trade wars or political instability, could adversely affect the Company’s search for a Business Combination and any target business with which the Company may ultimately consummate a Business Combination.