NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to the registration right agreement entered into on January 15, 2026, the holders of the Founder Shares, the Private Units, the $15 Private Warrants (and their underlying securities) are entitled to registration rights. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights.

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the IPO. As of January 20, 2026, the over-allotment option was not exercised by the underwriter. On January 22, 2026, the underwriters of the Company, notified the Company of their partial exercise of the over-allotment option and purchased 2,750,000 additional units ( the “Option Units”) at $10.00 per Option Unit upon the closing of the over-allotment option, generating gross proceed of $27,500,000. The over over-allotment option closed on January 23, 2026.

The underwriters are entitled to a underwriting discount equal to the lesser of (i) 1% of the gross proceeds of the IPO and (ii) an amount equal to $1,000,000. Underwriters will be entitled to 0.5% fee on the over-allotment proceeds. Company paid a total of $1,137,500 to Underwriter.

Underwriters received a total of 227,500 units (“Underwriter Units”).

Underwriter is entitled to expense reimbursement which wase paid at closing of IPO. The expense reimbursement did not exceed $125,000 in aggregate.

Advisory Agreement

On September 30, 2025, the Company entered into an agreement with Imperii Securities LLC ( the “Advisor’) pursuant to which Advisor will provide financial advice and assistance in connection with the Business Combination. Upon the closing of Business Combination, Advisory will be entitled to transition fee equal to the 1% of the consideration paid for the Business Combination. In no event shall the fee be less than $1,000,000 or greater than $3,000,000.