NOTE 4. PRIVATE PLACEMENT

On April 10, 2025, simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 8,110,056 units (the “Initial Private Placement Units”). In this Private Placement, the Sponsor purchased 5,710,056 warrants, while Cantor Fitzgerald & Co. and Odeon Capital Group LLC purchased 2,400,000 warrants, all at a price of $1.00 per Private Placement Unit, generating total proceeds of $8,110,056. Each Private Placement Unit entitles the holder thereof to one Class A ordinary share and one-half of one redeemable warrant (“Private Placement Warrants”) to purchase one Class A ordinary share at $11.50 per share.

Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

The Sponsor and the Company’s officers and directors will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.