NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Units (including the component securities as well as the securities underlying those component securities), which were issued in a private placement simultaneously with the closing of the Initial Public Offering and (iii) private units (including the component securities as well as the securities underlying those component securities) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the securities held by them and any other securities of the company acquired by them prior to the consummation of a Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. 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 “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination. The registration rights granted to the underwriters are limited to no more than two demands and unlimited “piggy-back” rights for periods of five and seven years, respectively, from the commencement of sales of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements, except that, with respect to the representatives of the underwriters, the Company will only bear such expenses on one occasion.

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. In connection with the Initial Public Offering the underwriter exercised the option and purchased 4,500,000 additional shares.

The underwriters were paid a cash underwriting discount of one percent (1.00%) of the gross proceeds of the Initial Public Offering, or $3,000,000.

The underwriters received 2,200,000 Representative Shares for no cash consideration at closing of the Initial Public Offering.

The underwriters are not entitled to any deferred underwriting commissions upon closing of the Business Combination.

Service Providers Fees

Certain service providers have agreed to defer the payment of certain fees and expenses until the completion of the initial Business Combination. The amount accrued as of December 31, 2025 was $637,368.

Business Combination Marketing Agreement

The Company engaged Dominari Securities and D. Boral Capital, representatives of the underwriters, as advisors in connection with the Business Combination. The Company will pay the representatives a cash fee for such services upon the consummation of its initial Business Combination in an amount up to 5.0% of the gross proceeds of the Initial Public Offering, an aggregate of $17,250,000. If the Company doesn’t complete a business combination, no fee will be due.