v3.26.1
RELATED PARTIES
6 Months Ended
Mar. 31, 2026
Related Party Transactions [Abstract]  
RELATED PARTIES

NOTE 5 — RELATED PARTIES

 

Founder Shares

 

On September 30, 2025, the Sponsor received 3,833,333 of the Company’s ordinary shares (“Founder Shares”) in exchange for $25,000 paid to cover certain offering costs by the Company. Up to 500,000 of such Founder Shares are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full. On February 19, 2026, the underwriters elected to forfeit their over-allotment option to purchase up to an additional 1,500,000 Units, resulting in the subsequent forfeiture of the 500,000 Founder Shares.

 

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the initial Business Combination that results in all public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

 

On October 9, 2025, the Company issued to EBC 250,000 Ordinary Shares for a total consideration of $1,630 or approximately $0.007 per share (the “EBC founder shares”). The issuance of EBC founder shares is in the scope of FASB ASC 718. Under FASB ASC 718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment date. Further, the issuance of the EBC founder shares should be accounted for as an offering cost in accordance with SAB Topic 5A, Expenses of Offering, since the EBC founder shares are deemed to be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. The Company estimated the fair value in excess of costs of the 250,000 EBC founder shares to be $501,500 or $2.006 per share based on the third-party valuation obtained by the Company. Accordingly, $501,500 has been recorded as a deferred offering costs on October 9, 2025, with a corresponding increase in additional paid-in capital. The Company established the initial fair value for the EBC founder shares on October 9, 2025, the date of the issuance, using PWERM model, and classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a Business Combination, the probability of the initial public offering, and other risk factors. The primary assumptions used in the valuation of EBC founder shares were (i) share price of $9.769 (ii) restricted term of 2.75 years (iii) risk-free rate of 3.59% (iv) volatility of 8.3% (v) likelihood of initial Business Combination of 23.6% and (vi) implied discount for lack of marketability of 3.2%.

 

On February 17, 2026, the Sponsor transferred 900,000 Founder Shares to the third-party designees of the Sponsor for their participation in the private placement of the Company. The Founder Shares transferred was placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent and will not be transferred, assigned, sold or released from escrow until six months after the consummation of the Business Combination, or earlier, if, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property. The transfer of the Founder Shares to the third-party designees is in the scope of SEC’s Staff Accounting Bulletin (“SAB”) Topic 5A, Expenses of Offering, which indicates that “Specific incremental costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross proceeds of the offering”. The total fair value of the 900,000 Founder Shares on February 17, 2026 was $1,747,800 or $1.942 per share. The Company established the initial fair value of the Founder Shares on February 17, 2026, using Probability-Weighted Expected Return Method (“PWERM”) model, and classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a Business Combination, the probability of the initial public offering, and other risk factors. The primary assumptions used in the valuation of Founder Shares were (i) share price of $9.7997 (ii) restricted term of 2.25 years (iii) risk-free rate of 3.44% (iv) volatility of 8.8% (v) likelihood of initial Business Combination of 20.4% and (vi) implied discount for lack of marketability of 3.0%. The fair value of Founder Shares transferred to third-party designees of $1,747,800 was recorded as offering costs and was allocated solely to the Private Placement Units that was charged to additional paid-in capital.

 

Promissory Note — Related Party

 

On September 30, 2025, the Sponsor has agreed to loan the Company an aggregate of $150,000 to be used for a portion of the expenses of the Initial Public Offering. The loans are non-interest bearing, unsecured and due at the closing of the Initial Public Offering. On February 25, 2026, the Company repaid the total outstanding balance of the promissory note amounting to $150,000 and the note is terminated.

 

Due to Sponsor

 

As of March 31, 2026, the balance of $16,071 due to Sponsor represents the unpaid administrative service fee as described below.

 

Administration Fee

 

The Company entered into an agreement with the Sponsor commencing on February 12, 2026 through the earlier of the Company’s consummation of initial Business Combination and its liquidation, to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support services. For the three and six month ended March 31, 2026, $16,071 amounts were incurred under this agreement.

 

Related Party Loans

 

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis. If we complete an initial Business Combination, the Company would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2026, no such Working Capital Loans were outstanding.