Related Party Transactions |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Transactions | |
| Related Party Transactions | Note 5 — Related Party Transactions
Founder Shares
On November 6, 2024, 1,725,000 shares of the Company’s ordinary shares were subscribed by the sponsor at a price of approximately $0.014 per share for an aggregate amount of $25,000, which includes an aggregate of 225,000 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. On May 1, 2025, the over-allotment option has been fully exercised. As a result, the 225,000 founder shares were no longer subject to forfeiture.
Administrative Service Fee
The Company has agreed, commencing on the signing of the administrative services agreement with the sponsor on November 17, 2024, to pay the sponsor a monthly fee of up to $10,000 up to the consummation of business combination, for the Company’s use of its personnel and other administrative resources. For the three months ended March 31, 2026 and March 31, 2025, the Company had paid $30,000 and $30,000 to the sponsor, respectively. As of March 31, 2026, the Company had paid an aggregate of $164,000 to the sponsor.
Related Party Loans
On December 11, 2024, the Company issued a $300,000 principal amount unsecured promissory note to the Company’s sponsor, and the Company had received such amount as of the issuance date. The note is non-interest bearing, and due after the date on which the IPO is consummated or the Company determines to abandon the IPO. On May 1, 2025, the $300,000 loan was repaid fully to the sponsor. No amounts were owed under the promissory note as of March 31, 2026 and December 31, 2025.
As mentioned in Note 1, in order to meet its working capital needs following the consummation of the IPO, the Company’s initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each working capital loan would be evidenced by a promissory note and would either be paid upon consummation of the Company’s initial business combination, without interest, or, at the lender’s discretion, up to $1,000,000 of the working capital loan may be converted upon consummation of the Company’s business combination into additional private units at a price of $10.00 per unit. If the Company does not complete a business combination, the working capital loan will only be repaid with funds not held in the Trust Account and only to the extent available.
Other Related Party Transactions
For the three months ended March 31, 2026 and March 31, 2025, total reimbursement of out-of-pocket expenses paid to our sponsor, officers or directors were $15,561 and $4,689, respectively. The outstanding balance amount of unreimbursed expenses was nil at March 31, 2026 and December 31, 2025. |