Note 5 — Related Party Transactions

Insider Shares

On April 18, 2024, the Company issued 2,156,250 Class B ordinary shares, par value of $0.0001 each (the “Class B insider shares”), to the Sponsor for a purchase price of $25,000, or approximately $0.012 per share. On June 27, 2024, the Company issued additional 4,521,169 Class B ordinary shares, at par value of $452, which is accounted for as a nominal issuance to the sponsor. In total, an aggregate 6,677,419 Class B ordinary shares were issued to the Sponsor, at a per-share price of approximately $0.004 per share. On February 25, 2025, the Sponsor agreed to transfer all the insider shares it held to Sponsor HoldCo as capital contribution, in exchange for the issuance of 100 membership interests to the Sponsor and for the admission of the Sponsor as the sole member of the Sponsor HoldCo. On April 30, 2025, the Sponsor agreed to surrender 4,507,258 insider shares it held, as a result of which the Sponsor HoldCo owns 2,010,161 insider shares. On May 21, 2025, Sponsor HoldCo converted 800,000 Class B ordinary shares, par value $0.0001 per share, on a one-for-one basis to 800,000 Class A ordinary shares of the Company, par value $0.0001 per share (the “Class A insider shares”, with the Class B insider shares, the “insider shares”). As a result, the Sponsor HoldCo owns 800,000 Class A insider shares and 1,150,161 Class B insider shares.

On May 15, 2024, the Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred 100,000 Class B insider shares, for a total purchase price of $1,159 to Bala Padmakumar, the former CEO, Chairman and Director of the Company, and 60,000 Class B insider shares for a total purchase price of $695 to Evan M. Graj, the CFO and director of the Company, respectively. The fair value of these 160,000 shares transferred on the grant date was $33,760 or $0.211 per share, based on valuation performed by a third-party specialist. The Company accounted for the transfer under ASC 718 stock compensation (See Note 2 for details).

The share price was calculated using a scenario-based method, incorporating probabilities of both a business combination and an IPO, with the total Unit value reaching $10 and the Right valued at one-eighth of the share price. Based on these probabilities, an indicated per share marketable value for the Founders Shares was determined, and a discount for lack of marketability, derived from the Finnerty model, a valuation methodology, was applied to yield a minority non-marketable fair value. The following criteria presents the quantitative information regarding market assumptions used in the founder share valuation performed by a third-party specialist:

Concurrent with the IPO, the Sponsor transferred an aggregate of 60,000 of its Class B insider shares, or 20,000 each to its three independent directors for their board service, for nominal cash consideration, of $696. The fair value of these 60,000 shares transferred on the grant date was $156,600 or $2.61 per share per valuation performed by a third-party specialist. The Company accounted for the transfer under ASC 718 stock compensation (See Note 2 for details).

The share price was calculated using a scenario-based method, incorporating probabilities of both a business combination and an IPO, with the total Unit value reaching $10 and the Right valued at one-eighth of the share price. Based on these probabilities, an indicated per share marketable value for the Founders Shares was determined, and a discount for lack of marketability, derived from the Finnerty model, was applied to yield a minority non-marketable fair value. The following criteria presents the quantitative information regarding market assumptions used in the founder share valuation performed by a third-party specialist:

Promissory Note — Related Party

On April 18, 2024, the Sponsor agreed to loan the Company up to $500,000 (the “Promissory Note”) to be used for a portion of the expenses of the IPO. This Promissory Note is non-interest bearing, unsecured and is due at the earlier of (1) August 31, 2025, or (2) the date on which the Company consummates an initial public offering of its securities, unless accelerated upon the occurrence of an Event of Default. On July 7, 2025, the Company repaid $350,000 under the Promissory Note to Sponsor and transferred the remaining balance of $76,975 to the Working Capital Loan (defined below). As of December 31, 2025 and 2024, the Company has an outstanding loan balance of $0 and $331,927, respectively.

Working Capital Loans

In addition, in order to meet the Company’s working capital needs following the consummation of the IPO if the funds not held in the trust account are insufficient, or to extend its life, its insiders, officers and directors or their affiliates/designees may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Company’s initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes (“Working Capital Loans”) may be converted upon consummation of the Company’s Business Combination into working capital Units at a price of $10.00 per Unit. If the Company do not complete a Business Combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available.

On June 26, 2025, the Sponsor HoldCo agreed to loan the Company up to $500,000 to meet the Company’s working capital needs following the consummation of the IPO. The loan was evidenced by a promissory note that was non-interest bearing and unsecured, and it was to be paid upon the earlier of (1) the date on which the Company consummates a business combination or merger with a qualified target company, and (2) the date of the liquidation of the Company. The Sponsor HoldCo has the right, but not the obligation, to convert this loan, in whole or in part, into private units of the Company, each consisting of one Class A ordinary share, one right to receive one-eighth of one Class A ordinary share. The number of private units to be received by the Sponsor HoldCo in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor HoldCo by (y) $10.00.

As of December 31, 2025 and 2024, the Company had $151,671 and $0 borrowings under the Working Capital Loans, respectively.

Due to/Due from Related Parties

On May 21, 2024, the Company signed the offer letter with Mr. Bala Padmakumar (the “former CEO”) and Evan Graj (the “CFO”) for compensation of $7,500 and $5,000 per month in cash, respectively, and $10,000 and $6,000 per month in cash for the post-IPO period, respectively.

On May 11, 2025, the Company executed an amendment to the offer letter by and between the former CEO and the Company, dated May 21, 2024, and an amendment to the offer letter by and between the CFO and the Company, dated May 21, 2024 (the two amendments, collectively, “Amendments”), to revise the terms of the management compensation. Effective on May 11, 2025, the Amendments provide that:

The former CEO shall receive (i) monthly cash compensation of $7,500 for three months from the date of the offer letter until the IPO is consummated, (ii) monthly cash compensation of $7,500 for three months from the date the IPO is consummated and 90th date after the closing of the IPO, (iii) $22,500 upon the entry of a definitive agreement by the Company, (iv) $22,500 upon the closing of the Company’s initial business combination.

The CFO shall receive (i) monthly cash compensation of $5,000 for three months from the date of the offer letter until the IPO is consummated, (ii) monthly cash compensation of $5,000 for three months from the date the IPO is consummated and 90th date after the closing of the IPO, (iii) $15,000 upon the entry of a definitive agreement by the Company, (iv) $15,000 upon the closing of the Company’s initial business combination.

As of May 11, 2025, the accrued salary expenses of $108,602 under the original offer letters were adjusted to additional paid-in capital as related parties debt forgiveness under the Amendments.

On July 31, 2025, the former CEO notified the board of directors of the Company, that he has decided to resign all the positions he held at the Company, effective immediately. He has received all the monthly compensation payments as provided in the offer letter by and between him and the Company, dated as of May 21, 2024 and as amended on May 11, 2025 up to July 31, 2025, and the Offer Letter shall be deemed to have been terminated as of July 31, 2025.

As of December 31, 2025 and 2024, the Company had salary payable to the former CEO of $0 and $32,500, respectively. The Company had salary expenses for the former CEO of $55,161 and $55,000 for the year ended December 31, 2025 and for the period from March 27, 2024 (inception) through December 31, 2024, respectively.

As of December 31, 2025 and 2024, the Company had salary and reimbursement payable to the CFO of $0 and $21,901, respectively. The Company had salary expenses for the CFO of $36,774 and $36,667 for the year ended December 31, 2025 and for the period from March 27, 2024 (inception) through December 31, 2024, respectively.

The Company entered into an offer letter dated October 17, 2025, with our CEO, Chairman and Director, Timothy Lim (the “CEO”), commencing from the date of the offer letter until the earlier of (i) the termination of the offer letter; (ii) the date that the Company consummates an initial business combination; (iii) the date the Company is wound up; or (iv) the date that he vacates his positions or he is removed or disqualified from his positions pursuant to the Company’s Current Charter, Mr. Lim shall receive $13,250 if and when the Company enters into a definitive agreement with a target company and another $13,250 if and when the Company consummates an initial business combination with a target company.

As of December 31, 2025, the Company had no salary payable to the CEO, and no salary expenses were recognized for the CEO for the year ended December 31, 2025.