Note 5 — Commitments and Contingencies

Registration Rights

The holders of the (i) Founder Shares, (ii) Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants, and (iii) warrants that may be issued upon conversion of Working Capital Loans, and the Class A ordinary shares underlying any such Private Placement Warrants, are entitled to registration rights pursuant to a registration rights agreement signed on April 29, 2026. The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters have a 45-day option from the date of the Initial Public Offering to purchase up to 3,750,000 additional Public Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As of May 1, 2026, the full over-allotment option remained open. On May 14, 2026, the underwriters informed the Company its forfeiture of the over-allotment option to purchase the additional 3,750,000 Public Units.

The underwriters were entitled to an underwriting discount of $0.20 per Public Unit, or $5,000,000 in the aggregate, which was paid at the closing of the Initial Public Offering, of which (i) $0.10 per Public Unit, or $2,500,000 in the aggregate, was paid to the underwriters in cash, and (ii) $0.10 per Public Unit, or $2,500,000 in the aggregate, was used by the underwriters to purchase Private Placement Warrants. In addition, $0.40 per Public Unit, or $10,000,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions, but such $0.40 per Public Unit shall be due solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of the initial Business Combination.

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the Israel-Hamas conflict and the military conflict involving the United States, Israel and Iran. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. Beginning in late February 2026, the United States and Israel launched military operations against Iran, targeting military, nuclear and energy infrastructure, which has led to retaliatory strikes by Iran against Israel and several countries in the Gulf region. The conflict has resulted in significant disruptions to global energy markets. The invasion of Ukraine by Russia, the Israel-Hamas conflict, the military conflict involving the United States, Israel and Iran, and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions, increased cyber-attacks against U.S. companies, disruptions to global energy supply chains and heightened inflationary pressures. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.