NOTE 6. COMMITMENTS AND CONTINGENCIES 

Underwriting Agreement

The Company granted the Underwriters a 45-day option to purchase up to 3,900,000 Option Units to cover any over-allotments at the Initial Public Offering price less the Deferred Fee (the “Over-Allotment Option”). On February 5, 2026, the Underwriters elected to fully exercise their Over-Allotment Option to purchase an additional 3,900,000 Option Units at a price of $10.00 per Unit.

The Company will pay the Roth a cash fee, which constitutes the Underwriters’ deferred underwriting discounts and commissions, upon the consummation of the initial Business Combination in an amount of up to $3,000,000, which fee amount may be reduced to $850,000 in the event the amount held in the Trust Account following a successful consummation of the initial Business Combination is equal to or less than 25% of the amount raised in the Initial Public Offering, after taking into account redemptions in connection with the vote on the initial Business Combination (the “Deferred Fee”). The Deferred Fee shall be payable in cash and is due and payable to Roth upon the consummation of the initial Business Combination.

Additionally, Roth was admitted as a member of the Sponsor in connection with the closing of the Initial Public Offering and has been allocated membership interests in the Founder Shares corresponding to 299,000 Founder Shares as upfront underwriting compensation in lieu of a cash underwriting discount (such shares, the “Representative Founder Shares”). The Representative Founder Shares is in the scope ASC 718. Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the assignment date at grant date which was determined to be $720,590 using a Probability-Weighted Expected Return Method (“PWERM”) valuation model. As such, in accordance with ASC 340-10-S99-1, “Other Assets and Deferred Offering Costs,” the fair value less any amounts previously recorded related to the original purchase resembles an amount paid to the Underwriters and represents a reduction in the proceeds received as it is directly related to the Initial Public Offering. The following inputs were used in the PWERM valuation model in determining the fair value of the Representative Founder Shares: