NOTE 7 — SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2025 and 2024, there were no preference shares issued or outstanding.

Ordinary Shares — The Company is authorized to issue 220,000,000 ordinary shares with a par value of $0.0001 per share. Holders of ordinary shares are entitled to one vote for each share. On March 11, 2025, the Company issued 200,000 ordinary shares to an investor of the Sponsor for no consideration. These shares were to be transferred from the ordinary shares held by the Sponsor. However, new ordinary shares were issued instead. As of December 31, 2025 and 2024, there are 10,717,143 and 9,857,143 ordinary shares issued and outstanding, excluding 23,000,000 and 0 share subject to redemption, respectively. Of the ordinary shares outstanding at December 31, 2024, an aggregate of up to 1,285,714 ordinary shares were subject to surrender and forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the number of Founder Shares would equal 30% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (not including the Private Placement Units and the representative shares and assuming Sponsor does not purchase any Public Shares in the Initial Public Offering). In February 2025 the over-allotment option was exercised in full by the underwriters and these shares are no longer subject to forfeiture.

Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-eighth (1/8) of one ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-eighth (1/8) of one ordinary share underlying each right upon consummation of the Business Combination. If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

Representative Shares — The Company issued to Clear Street LLC, the representative of the underwriters in the Initial Public Offering, 200,000 ordinary shares (the “representative shares”) at the time of the consummation of Initial Public Offering and 30,000 representative shares at the closing of the over-allotment option. The holders of the representative shares have agreed (i) that they will not transfer, assign or sell any such shares without our prior consent until the completion of the initial Business Combination, (ii) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within 15 months from the closing of the Initial Public Offering (or up to 21 months from the closing if the Company extends the period of time to consummate a Business Combination).

The representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

Subscription Receivable — On January 29, 2025, the Company issued a new unsecured subscription promissory note to the Sponsor in connection with the amended and restated units purchase agreement (as described in Note 5) pursuant to which the Company may borrow up to an aggregate principal amount of $1,100,000 working capital loans. The Sponsor further agrees that such loans shall be converted into Private Units, at the price of $10.00 per unit. To the extent the amount of such loans is less than $1,100,000, the Sponsor acknowledges and agrees that it (or, if applicable, it and any transferees of Private Units) shall surrender for cancellation any and all rights to up to an aggregate of 110,000 Private Units at $10.00 per unit.

In connection with the Standstill Acknowledgement, the Sponsor acknowledged it is unable to fulfill the financial and operational obligations typically associated with the sponsor role, including providing working capital. As such, the Sponsor will not provide additional funding. As of December 31, 2025, 45,092 ordinary shares represent the remaining unfunded principal amount of the Subscription Promissory Note. These shares are subject to cancellation and surrender provisions as a result of the Sponsor defaulting on the share subscription receivable. The ordinary shares are presented as issued and outstanding until such time the shares are cancelled or surrendered (see Note 10). As such, as of December 31, 2025, the share subscription receivable was $0.