Note 5 — Related Party Transactions

Founder Shares

On October 16, 2023, the Company issued 17,250,000 shares of Class B ordinary shares, $0.0001 per share to the Sponsor (“Founder Shares”), for an aggregated consideration of $25,000, or approximately $0.0145 per share. On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the 17,250,000 shares of common stock were converted to 1,725,000 Class B ordinary shares. On March 18, 2024, the Company elected to convert 1,725,000 Class B ordinary shares into 1,725,000 Class A ordinary shares upon the closing of IPO. On March 20, 2024, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750 Class B ordinary shares, $0.0126 par value per ordinary share. As of November 30, 2025 and November 30, 2024, there were 1,725,000 Founder Shares issued and outstanding.

The Initial Shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares for a time period ending on the date that is the earlier of (A) six months after the completion of the Company’s initial business combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of the public shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, the converted shares of our Class A ordinary shares will be released from the lock-up if (1) the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and other similar transactions) 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 complete a transaction after the initial business combination which results in all of the shareholders having the right to exchange their shares for cash, securities or other property. The Initial Shareholders also agree not to transfer any ownership interest in, except to permitted transferees, their private placement until at least 30 days following the completion of the business combination. However, if after a business combination there is a transaction whereby all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-asset sale liquidation) or another issuer’s shares, then the Founder Shares or the private placement units (or any shares of ordinary shares thereunder) shall be permitted to participate.

Due from Related Party

The Company reimbursed the Sponsor for its payment of $30,900 professional fees to a service provider which is no longer engaged by the Company. The amount was unsecured, interest-free and due on demand, which was offset with the repayment of the Promissory Note on March 25, 2024. As of November 30, 2025 and 2024, the Company had no amount due from related party.

Promissory Note — Related Party

On October 16, 2023, the Sponsor agreed to loan the Company up to an aggregate amount of $250,000 to be used, in part, for transaction costs incurred in connection with the Proposed Public Offering (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due on the earlier of: (i) September 30, 2024 or (ii) the date on which the Company closes the IPO. The entire loan amount was repaid by the Company on March 25, 2024. The Company had no borrowings under the Promissory Note as of November 30, 2025 and 2024.

Convertible Notes — Related Party

On June 13, 2025 and September 23, 2025, the Company issued convertible promissory notes to the Sponsor (the “June Note” and the “September Note,” and collectively, the “Convertible Notes”), each permitting borrowings of up to $350,000. As of November 30, 2025, the Company had drawn $350,000 under the June Note and $250,000 under the September Note.

The June Note bears interest at 6% per annum and the September Note bears interest at 10% per annum. The Convertible Notes are unsecured and mature on the earlier of (i) the consummation of a business combination or (ii) the Company’s liquidation date, as approved by stockholders. Upon consummation of a business combination, the Sponsor may elect to convert any unpaid principal and accrued interest into ordinary shares of the Company.

The conversion price was defined as the most favorable price per share, conversion rate, or valuation assigned to any equity securities issued by the target company in connection with the DeSPAC transaction to any third party during the thirty-six (36) months preceding conversion. Because the conversion price was variable and based on the valuation of equity securities issued by the target company, the embedded conversion feature did not qualify for the equity scope exception under ASC 815-40. Accordingly, the conversion feature was bifurcated and recorded as a derivative liability at fair value, with changes in fair value recognized in earnings.

On September 30, 2025, the Convertible Notes were modified such that the conversion feature became convertible solely into the Company’s own ordinary shares at a fixed conversion price of $1.00 per share, which represents one-tenth (1/10) of the Company’s $10.00 initial public offering price per unit. Following the modification, the conversion option met the equity scope exception under ASC 815-40, and the Convertible Notes were accounted for as debt with no further fair value remeasurement.

Upon the modification of the Convertible Notes on September 30, 2025, the conversion feature was revised such that it met the equity scope exception under ASC 815-40. As a result, the embedded derivative no longer required separate liability classification. The carrying amount of the derivative liability as of the modification date was reclassified to additional paid-in capital.

For the year ended November 30, 2025, the Company recognized changes in fair value of the derivative liability through the date of modification. As of November 30, 2025, there was no derivative liability outstanding.

As of November 30, 2025, the outstanding principal balance under the Convertible Notes was $595,369, including unamortized discount of $4,538 and accrued interest of $15,454. There was no convertible note outstanding as of November 30, 2024.

June Convertible Note

At issuance, the Company recorded a debt discount of $3,244, representing the fair value of the embedded conversion option.

At September 30, 2025, the derivative liability was measured at $3,177, compared to $3,244 at issuance, resulting in a derivative gain of $67 recognized in “Change in fair value of derivative liability.” Interest expense of approximately $9,838 was incurred and accrued for the year ended November 30, 2025.

The fair value of the conversion feature was estimated at the as converted value at September 30, 2025 and initial measurement date of June 13, 2025 to be $3,177 and $3,244, respectively. The binomial tree model was used based on the following key assumptions:

The following table presents the changes in the fair value of the Level 3 Derivative liability - Convertible Note conversion option:

September Convertible Note

At issuance, the Company recorded a debt discount of $1,387, representing the fair value of the embedded conversion option related to the $150,000 funded principal amount.

At September 30, 2025, the derivative liability was measured at $1,361, compared to $1,386 at issuance, resulting in a non-cash gain of $25 recognized in “Change in fair value of derivative liability.” Interest expense of approximately $5,616 was incurred and accrued for the year ended November 30, 2025.

The fair value of the conversion feature was estimated at the as converted value at September 30, 2025 and initial measurement date of September 23, 2025 to be $1,361 and $1,386, respectively. The binomial tree model was used based on the following key assumptions:

The following table presents the changes in the fair value of the Level 3 Derivative liability - Convertible Note conversion option:

Related Party Loans

In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Initial Shareholders or their affiliates may, but are not obligated to, loan us funds as may be required. If the Company completes an initial Business Combination, it will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Certain amount of such loans may be converted into private at $10.00 per share at the option of the lender. As of November 30, 2025 and the Company had no borrowings under the working capital loans.

Administrative Services Agreement

The Company entered into an Administrative Services Agreement with the Sponsor on December 4, 2023, commencing on the effective date of the registration statement of IPO through the later of the Company’s consummation of a Business Combination or 21 months from such effective date, to pay the Sponsor a total of $10,000 per month for office space and administrative and support services. The Company incurred and paid to the Sponsor $120,000 and $83,945 for the year ended November 30, 2025 and 2024, respectively; no amount was outstanding as of November 30, 2025 and 2024.