NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On September 3, 2025, the Company issued an aggregate of 9,583,334 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”), in exchange for a $25,000 payment (approximately $0.003 per share) from the Sponsor to cover certain expenses on behalf of the Company (such shares, including the Public Shares issuable upon conversion thereof, unless the context otherwise requires, the “Founder Shares” shall be deemed to include the Public Shares issuable upon conversion thereof the “Founder Shares”). On October 3, 2025, the Company capitalized and issued an additional 383,333 Founder Shares, resulting in the Sponsor holding an aggregate of 9,966,667 Founder Shares (up to 1,300,000 of which were subject to forfeiture depending on the extent to which the Over-Allotment Option was exercised). The Founder Shares are identical to the Public Shares included in the Public Units, except that the Founder Shares automatically convert into Class A Ordinary Shares (i) at the time of the Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the Business Combination, as may be determined by the directors of the Company) or (ii) earlier at the option of the holder thereof, on a one-for-one basis, and are subject to certain transfer restrictions, as described in more detail below. The Sponsor agreed to forfeit up to an aggregate of 1,300,000 Founder Shares to the extent that the Over-Allotment Option was not exercised in full by the several underwriters of the Initial Public Offering (collectively, the “Underwriters”) so that the Founder Shares will represent 25% of the Company’s issued and outstanding Ordinary Shares after the Initial Public Offering. The Sponsor is entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the Business Combination. If the Business Combination is not completed within the Combination Period, the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it. On February 5, 2026, the Underwriters fully exercised their Over-Allotment Option in the amount of 3,900,000 Option Units as part of the closing of the Initial Public Offering. As such, such 1,300,000 Founder Shares are no longer subject to forfeiture.

On February 5, 2026, the Sponsor granted membership interests equivalent to an aggregate of 400,000 Founder Shares to the directors of the Company for an aggregate consideration of $1,004, or approximately $0.003 per share. The membership interests in Founder Shares granted to the directors are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value on the assignment date. On February 5, 2026, the 400,000 Founder Shares had an aggregate fair value of $964,000, or $2.41 per share. The membership interests in Founder Shares have no further service restrictions, thus, the total fair value of $964,000 was recorded as compensation expense on February 5, 2026. The Company established the fair value of Founder Shares using a calculation prepared by a third party valuation team, which takes into consideration the following market assumptions: the (i) expected share price at the Business Combination of $9.95, (ii) likelihood of a Business Combination of 25.0%, (iii) risk-free rate of 3.47%, (iv) volatility of 9.3%, (v) discount for lack of marketability of 3.0%, and (vi) restricted term (years) of 2.01. The Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable inputs, and other risk factors.

Pursuant to the Letter Agreement, the Sponsor, and the Company’s officers and directors have agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the Business Combination or (B) subsequent to the Business Combination (the date on which the Company consummates a transaction which results in the shareholder having the right to exchange its shares for cash, securities, or other property subject to certain limited exceptions). The Sponsor may, on or before the closing of the initial Business Combination, distribute some or all of the Founder Shares held by it and such distributed Founder Shares may be released from lock-up restrictions in connection with applicable stock exchange listing requirements.

Registration Rights Agreement

The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent warrants issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to a registration rights agreement, dated February 3, 2026, by and between the Company and certain security holders (the “Registration Rights Agreement”. The Registration Rights Agreement requires the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. Roth Capital Partners, LLC, the book-running manager of the Initial Public Offering and the representative of the Underwriters (“Roth”), may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, Roth may participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement, and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Administrative Support Agreement

Commencing on February 4, 2025, and until the completion of the Business Combination or liquidation, the Company reimburses OJJA II, LLC, an affiliate of the Sponsor (“OJJA II”), $10,000 per month for administrative and shared personnel support services pursuant to an administrative support agreement, dated February 3, 2026, by and between the Company and OJJA II. For the three months ended March 31, 2026, the Company incurred and paid $20,000 in fees for these services.

Related Party Loans

On September 3, 2025, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “IPO Promissory Note”). This loan was non-interest bearing and payable on the earlier of June 30, 2026, or the date on which the Company consummates the Initial Public Offering. As of February 5, 2026, the Company had outstanding borrowings of $19,025 under the IPO Promissory Note, which was due on demand. On February 6, 2026, the Company repaid the outstanding borrowings under the IPO Promissory Note. Borrowings under the IPO Promissory Note are no longer available.

Working Capital Loans

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. As of March 31, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.