Shareholders Deficit |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Shareholders Deficit | |
| Shareholders' Deficit | Note 7 — Shareholders’ Deficit
Ordinary shares
The Company is authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share.
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 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. Since the over-allotment option was fully exercised, the 225,000 founder shares were no longer subject to forfeiture as of May 1, 2025.
On May 1, 2025, the Company sold 6,900,000 Public Units, which includes the full exercise of the over-allotment option by the underwriters at a price of $10.00 per Public Unit in the IPO; and the Company sold to its sponsor an aggregate of 280,000 Private Units at $10.00 per Private Unit. Each Public Unit and Private Unit consists of one ordinary share and one right.
As of March 31, 2026, there were 2,005,000 shares of ordinary shares issued and outstanding, excluding 6,900,000 shares subject to possible redemption.
Rights
Each holder of a public right will automatically receive one-sixth of one ordinary share upon consummation of an initial business combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will be rounded down to the nearest whole share. As a result, the holders of rights must hold rights in multiples of six in order to receive shares for all of their rights upon closing of a business combination. If the Company are unable to complete an initial business combination within the required time period and redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. If the Company enters into a definitive agreement for a business combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary share will receive in the transaction on an as-converted into ordinary share basis.
The private rights have terms and provisions identical to public rights except that they are subject to certain transfer restrictions as set forth by a letter agreement.
The Company accounted for the public and private rights issued in connection with the IPO and the private placement based on an assessment of the rights’ specific terms and applicable guidance in ASC 480 and ASC 815.
The assessment considers whether the rights: (i) are freestanding financial instruments pursuant to ASC 480; (ii) meet the definition of a liability pursuant to ASC 480; and (iii) satisfy all requirements for equity classification under ASC 815, including whether the rights are indexed to the Company’s own ordinary shares, and whether the right holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.
Based on this assessment, the public and private rights met the criteria for equity classification under ASC 815 as of their issuance date and are classified as equity. |