Note 6 — Commitments and Contingencies

Risks and Uncertainties

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of the Working Capital Loans are entitled to registration rights to require the Company to register for resale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on January 22, 2026. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters’ Agreement

The underwriters have a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,300,000 Units to cover over-allotments, if any. The underwriters did not exercise their overallotment option at the closing of the Initial Public Offering on January 26, 2026, thus, the full over-allotment option remains open.

The underwriters were entitled to a cash underwriting discount of 0.60% of the gross proceeds of the Initial Public Offering, or $1,320,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. The underwriters were also entitled to deferred commissions of 3.00% of the gross proceeds of the Initial Public Offering, or $6,600,000 in the aggregate (or an additional $990,000 if the underwriters’ over-allotment option is exercised in full), payable upon the consummation of the initial Business Combination, with such 3.00% payable to the underwriters in cash and due solely on amounts remaining in the Trust Account following shareholder redemptions.

The underwriters will be entitled to an additional cash underwriting discount of 0.15% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 0.75% of the gross proceeds sold pursuant to the underwriters’ over-allotment option, or up to $577,500 in the aggregate, depending on the extent to which the underwriters’ over-allotment option is exercised within the 45-day period following the closing of the Initial Public Offering.

Representative Shares

On January 26, 2026, the Company issued to Clear Street LLC, the representative of the underwriters (“Clear Street”), 165,000 Class A ordinary shares (the “Representative Shares”, an additional 24,750 Representative Shares shall be issued if the underwriters’ over-allotment option is exercised in full) (see Note 9). Clear Street has agreed not to transfer, assign or sell any such shares without the Company’s written consent until the completion of the initial Business Combination. In addition, Clear Street has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of an initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete an initial Business Combination within the Completion Window.

The Representative Shares issued to the underwriters are in the scope of FASB ASC 718. Under FASB ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value on the assignment date. Additionally, under Staff Accounting Bulletin Topic 5A, specific incremental costs directly attributable to a proposed or actual offering of equity securities may by deferred and charged against the gross proceeds of the Initial Public Offering. The Company estimated the fair value of the Representative Shares to be $648,450 or $3.93 per share. Accordingly, the fair value of $648,450 has been recorded as an offering cost which was closed to additional paid-in capital at the closing of the Initial Public Offering. The Company established the initial fair value for the Representative Shares on January 26, 2026, the date of the issuance, using Monte Carlo Simulation Model prepared by a third party valuation firm, which takes into consideration the fair value of Class A ordinary share of $9.83 multiplied by the probability of De-SPAC and market adjustment of 40.00%.