NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On July 25, 2024, the Company issued an aggregate of 7,666,667 Founder Shares to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.003 per share, including up to 1,000,000 of the Founder Shares that were subject to surrender by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. The over-allotment option was exercised in full on January 27, 2025.

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) six months 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 Sponsor 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 subdivisions, 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 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 March 31, 2025 or the closing of the Initial Public Offering. Prior to the closing date of the IPO, the Company had borrowed $300,000 under the promissory note. The Company repaid the entire outstanding balance of the note at the closing of the Initial Public Offering on December 16, 2024. Borrowings under the note are no longer available.

On December 16, 2025, the Company issued a promissory note to the Sponsor in an amount of up to $200,000 for working capital needs. The note bears no interest and is repayable on the earlier of (a) the date that Company consummates the Company’s initial Business Combination and (b) the date of the liquidation of the Company. The full amount of the promissory note was drawn and outstanding as of March 31, 2026 and December 31, 2025.

On February 16, 2026, the Company issued a promissory note to the Sponsor in an amount of up to $300,000 for working capital needs. The note bears no interest and is repayable on the earlier of (a) the date that the Company consummates an initial Business Combination and (b) the date of the liquidation of the Company. $280,000 was drawn and outstanding as of March 31, 2026.

Administrative Services Agreement

On December 12, 2024, the Company entered into an agreement with the Sponsor stipulating that commencing on December 13, 2024, and through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support.

The Company incurred and paid $30,000 for administrative services for the three months ended March 31, 2026, which was included in accrued expenses in the accompanying condensed balance sheets.

The Company incurred and paid $30,000 for administrative services for the three months ended March 31, 2025, which was included in accrued expenses in the accompanying condensed balance sheets.

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 requested by the Company (the “Working Capital Loans”). 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 a portion of the working capital held outside the Trust Account 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.