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SHAREHOLDERS’ DEFICIT
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
SHAREHOLDERS’ DEFICIT

Note 7 — SHAREHOLDERS’ DEFICIT

 

Ordinary shares

 

The Company is authorized to issue 500,000,000 shares of ordinary share with $0.0001 par value.

 

Pursuant to the Founder Share Subscription Agreement dated February 14, 2025, the Sponsor agreed to purchase 1,437,500 Founder Shares for an aggregate price of $25,000, with a par value $0.0001. On February 14, 2025, 1,437,500 Founder Shares were issued to the Sponsor, and subsequently an aggregate of 120,000 Founder Shares transferred from Sponsor to one executive officer and two independent director nominees at nil consideration. Shares are presented on a retroactive basis.

 

As of March 31, 2026 and December 31, 2025, there were 1,885,871 ordinary shares issued and outstanding, excluding 5,750,000 ordinary shares subject to possible redemption. As a result of the underwriter’s full exercise of its over-allotment option on August 11, 2025, no Founder Shares are currently subject to forfeiture as of March 31, 2026 and December 31, 2025.

 

Simultaneously with the consummation of the IPO and exercise of over-allotment option, the Sponsor purchased an aggregate of 247,121 Initial Private Placement Units for an aggregate purchase price of $2,471,210. Upon the consummation of the IPO and exercise of the overallotment option, the Company issued the underwriters 201,250 shares as underwriting discounts and commissions.

 

Rights

 

Except in cases where the Company is not the surviving company in a business combination, each holder of a right will receive one-sixth (1/6th) of an ordinary share upon consummation of the initial business combination. In the event the Company will not be the surviving company upon completion of its initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-sixth (1/6th) of a share underlying each right upon consummation of the business combination unless otherwise waived in the course of the business combination. No fractional shares will be issued upon exchange of rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a business combination. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law.