Note 6—Commitments and Contingencies

Registration Rights

Pursuant to a registration rights agreement entered into on January 15, 2026, the holders of the Founder Shares, Private Placement Shares and shares that may be issued upon conversion of the Working Capital Loans will be entitled to registration rights and the Company is required to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the consummation of a business combination. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of a business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Risks and Uncertainties

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for a business combination and any target business with which the Company may ultimately consummate a business combination.

Underwriting Agreement

As described above, the Company granted the underwriters a 45-day option to purchase up to 4,500,000 Over-Allotment Option Units at the Initial Public Offering price, less underwriting discounts and commissions. On January 23, 2026, the underwriters exercised their Over-Allotment Option to purchase an additional 4,500,000 Over-Allotment Option Units at a purchase price of $10.00 per Unit, generating additional gross proceeds of $45,000,000.

The underwriters were entitled to 1.0% of the gross proceeds of the Initial Public Offering and the Over-Allotment Option, paid to the underwriters upon the closing of the Initial Public Offering and Over-Allotment Option in the form of a cash underwriting discount.

In addition, the underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of the Initial Public Offering and Over-Allotment Option. Upon and concurrently with the completion of a business combination, $12,075,000, which constitutes the underwriters’ deferred commissions, will be paid to the underwriters from the funds held in the Trust Account.