Note 5 — Related Party Transactions

Founder Shares (Class B Shares)

On October 6, 2025, the Sponsor made a capital contribution of $25,000, or approximately $0.003 per share, to cover certain of the Company’s expenses, for which the Company issued 8,433,333 founders shares to the Sponsor. Up to 1,100,000 of the founder shares were subject to forfeiture for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. On March 30, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As a result, the 1,100,000 founder shares are no longer subject to forfeiture.

On February 13, 2026, the Sponsor granted membership interests equivalent to an aggregate of 925,000 founder shares to the directors and officers of the Company for an aggregate consideration of $2,742.07, or approximately $0.003 per share. The transfer of the founder shares to the holders of such interests is in the scope of FASB ASC 718. Under FASB ASC 718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The total fair value of the 925,000 founder shares on February 13, 2026 was $1,338,475 or $1.48 per share. The membership interests in founder shares have no further service restrictions, thus, the total fair value of $1,338,475 was recorded as compensation expense on February 13, 2026. The Company established the initial fair value of the founder shares on February 13, 2026, the date of the grant agreement, using a calculation prepared by a third party valuation team which takes into consideration the (i) expected share price at the initial Business Combination of $9.87, (ii) likelihood of Business Combination of 16.0%, (iii) risk-free rate of 3.42%, (iv) volatility of 9.6%, (v) discount for lack of marketability of 3.6%, and (vi) restricted term (years) of 2.63.

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) 180 days after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

Promissory Note — Related Party

The Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2026 or the closing of the Initial Public Offering. The Company had $36,858 and $112,418 of borrowings under the promissory note as of March 31, 2026 and December 31, 2025, respectively. Subsequently on April 1, 2026, the Company fully repaid the balance of the promissory note. Borrowing against the note is no longer available.

Advances from Related Party

As of March 31, 2026, advances from the Sponsor amounted to $10,164. Subsequently, the Company returned the advance to the Sponsor on April 2, 2026. 

Services and Indemnification Agreement

Commencing on March 26, 2026, the Company entered into an agreement pursuant to which it will pay an aggregate of $29,167 per month to Inflection Point Asset Management LLC (“IPAM” or “Inflection Point Asset Management”), an affiliate of the Sponsor and executive officers, for office space and administrative services provided to members of the management team. Any such payments prior to the initial Business Combination will be made from (i) funds held outside the Trust Account or (ii) funds released to the Company as Permitted Withdrawals. In addition, the Company agrees, pursuant to the services and indemnification agreement with the Sponsor and IPAM relating to the monthly payment for office space and administrative services provided to members of the management team described above, that the Company will indemnify the Sponsor and IPAM from any claims arising out of or relating to this offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor and/or IPAM alleging any expressed or implied management or endorsement by the Sponsor and/or IPAM of any of the Company’s activities or any express or implied association between the Sponsor and/or IPAM, on the one hand, and the Company or any of its other affiliates, on the other hand, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account. For the three months ended March 31, 2026 and December 31, 2025, the Company incurred and accrued $5,645 and $0 in administrative services fees, respectively.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use amounts held outside the Trust Account and funds received from Permitted Withdrawals to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of March 31, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.