Note 5 — Related Party Transactions

Founder Shares

On November 11, 2024, the Sponsor and its affiliates paid $23,957 for an aggregate of 6,887,500 ordinary shares and a consultant, Meteora Capital LLC (the “Consultant” or “Meteora”) paid $1,043 for an aggregate of 300,000 ordinary shares (none of the shares issued to Meteora were subject to forfeiture in connection with the exercise of the over-allotment option as described below). On April 29, 2025, the Company capitalized $31.63 standing to the credit of the Company’s share premium account and issued an additional 316,250 ordinary shares, resulting in the Sponsor, Sponsor Affiliates, and a consultant holding an aggregate of 7,503,750 ordinary shares. All shares and associated amounts have been retroactively restated to reflect the share capitalization. These 7,503,750 ordinary shares are referred herein as “Founder Shares”. Out of the total 7,503,750 Founder Shares held by the Sponsor, Sponsor’s affiliates: Harry You and Robert You, and the Consultant each holds 2,688,300, 2,401,200, 2,101,050 and 313,200 Founder Shares, respectively. Of these, up to 978,750 of the Founder Shares held by the Sponsor and Sponsor’s affiliates were subject to forfeiture up to the extent to which the underwriters’ over-allotment option was not exercised. On May 1, 2025, the underwriters fully exercised their over-allotment option; thus, these 978,750 Founder Shares were no longer subject to forfeiture.

The Initial Shareholders agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of the Initial Business Combination, or (B) subsequent to the Initial Business Combination, if (x) the closing price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period, provided such release shall not occur earlier than 150 days after the Initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Administrative Services and Indemnification Agreement

Commencing on May 1, 2025, the Company agreed to reimburse the Sponsor or an affiliate thereof in an amount equal to $15,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Payment for such administrative services to the Sponsor will be deferred and payable upon closing of an Initial Business Combination and will only be paid out of funds remaining outside of Trust Account. The Company recorded an outstanding balance of $30,000 as of June 30, 2025 in connection with such fees in accrued expenses in the accompanying condensed balance sheets.

The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Initial Business Combinations. These individuals will be eligible to receive a transfer or reallocation of Founder Shares for any extraordinary services rendered in order to identify or effectuate the consummation of the Initial Business Combination. The Company may pay cash compensation to its independent directors for services rendered to the Company. Additionally, the Company may pay consulting, success, advisory, or finder’s fees to the Sponsor, the Company’s officers or directors, advisors, or affiliates thereof in connection with the consummation of the Initial Business Combination. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.

In addition, pursuant to the administrative services and indemnification agreement described above, the Company will indemnify the Sponsor from any claims arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Company’s activities or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account.

Related Party Loans

Promissory Note

The Company and the Sponsor entered into a loan agreement on August 23, 2024, which was later amended on December 31, 2024, whereby the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the closing date of the Initial Public Offering. The Company borrowed an aggregate of approximately $222,000 under the Note and fully repaid the Note on May 1, 2025, and the Note was no longer available after closing.

Working Capital Loans

In addition, in order to finance transaction costs in connection with its Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its Initial Business Combination, the Company would repay the Working Capital Loans. In the event that the Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $1.5 million of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants and their underlying securities would be identical to the Sponsor Private Placement Warrants. As of June 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

Consulting Agreement with Meteora

On November 11, 2024, the Company entered into a consulting agreement with Meteora, pursuant to which Meteora provided consulting, advisory and related services to the Company with respect to general special purpose acquisition company structuring and capital markets matters.

In consideration of the services provided, the Company agreed to sell 300,000 Founder Shares to Meteora for an aggregate purchase price of $1,043. The Company estimated the fair value of such shares of $150,000 based on Monte Carlo simulation model and recorded as stock-based compensation expenses.

CFO Services Agreement with Meteora

On June 13, 2025, in connection with the appointment of Vikas Mittal as Chief Financial Officer of the Company, the Company entered into a Chief Financial Officer services agreement with Meteora (the “CFO Services Agreement”), pursuant to which, among other things, the Company agreed to pay a quarterly fee of $37,500 to Meteora as consideration for Meteora making Mr. Mittal available to serve as Chief Financial Officer of the Company starting at the beginning of the next quarter.