Related Party Transactions |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 5 — Related Party Transactions
Founder Shares
On October 17, 2025, the Sponsor paid $25,000 on behalf of the Company to cover certain of the Company’s expenses, for which the Company issued founder shares to the Sponsor. On February 24, 2026, the Company effected a share split of its Class B ordinary shares, resulting in the Sponsor holding 7,503,750 founder shares. All share amounts have been retroactively adjusted to reflect the share split. Up to 978,750 founder shares are subject to forfeiture by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. In connection with the Initial Public Offering the underwriter partially exercised the option and as March 31 2026, up to 3,750 founder shares are subject surrender. Subsequent to March 31, 2026, the underwriters did not exercise the remaining portion of the over-allotment option, and the option expired unexercised at the end of the 45-day period following the closing of the Initial Public Offering. As a result, 3,750 Class B ordinary shares were surrendered in April 2026.
In connection with the Forward Purchase Agreement the Sponsor may transfer certain of its interests to the FPA holders. There has been no transfers as of March 31, 2026.
The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.
Forward Purchase Agreement
Payward, Inc. (“Kraken”) which is an affiliate of certain of our directors, and MOZAYYX Master Fund, which is an affiliate of the Sponsor and certain of the Company’s executive officers, have each indicated a non-binding interest in committing up to $25,000,000, for an aggregate of up to $50,000,000, in a private investment in public equity transaction in connection with the initial business combination, in each case subject to diligence and approval of the applicable investor’s investment committee. Any such commitment and purchase by either Kraken or MOZAYYX will be subject to the approval of such party’s investment committee prior to the closing of the initial business combination. Accordingly, if either investment committee does not grant its approval, such party will not be obligated to make the investment. Further, the Company has the right, in its sole discretion, to reduce the amount of or decline any such investment from either party.
The forward purchase shares will be identical to the public shares, except that the forward purchase shares will be subject to certain transfer restrictions.
The funds from the sale of the forward purchase shares are expected to be used to fund a portion of the purchase price of the initial business combination and/or for the working capital needs of the post-business combination company. The obligations to purchase forward purchase shares under the forward purchase agreement are independent of the percentage of shareholders electing to redeem their public shares.
Closing of the FPA is subject to all parties entering into a binding definitive agreement. There can no assurances that the parties will enter into a binding agreement. Promissory Note — Related Party
On October 17, 2025 the Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing, unsecured and due at the earlier of December 31, 2026 or the closing of the Initial Public Offering. As of March 31, 2026 and December 31, 2025 the Company had borrowed $0 under the promissory note.
Working Capital Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post Business Combination entity at a price of $2.00 per warrant at the option of the lender. The warrants will identical to the Private Placement Warrants. As of March 31, 2026 and December 31, 2025, such Working Capital Loans were outstanding. |