Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

On April 28, 2026, the Sponsor transferred certain membership interests equivalent to an aggregate of 250,000 Founder Shares to certain officers, independent directors, and advisors of the Company.

The registration statement for the Company’s Initial Public Offering was declared effective on April 28, 2026.

Commencing on April 28, 2026, the Company entered into an agreement with the Sponsor or an affiliate to pay an aggregate of $25,000 per month for office space, utilities and secretarial and administrative support. Upon completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees.

On April 30, 2026, the Company consummated the Initial Public Offering of 22,000,000 Units at $10.00 per Unit, generating gross proceeds of $220,000,000.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,837,500 Private Placement Warrants at a price of $0.80 per Private Placement Warrant, in a private placement to the Company’s Sponsor, generating gross proceeds of $4,670,000.

Following the closing of the Initial Public Offering on April 30, 2026, an amount of $221,100,000 ($10.05 per Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of the Private Placement Warrants, were placed in a Trust Account.

On April 30, 2026, the underwriters were paid in cash an underwriting discount of $1,650,000 upon the closing of the Initial Public Offering. In addition, a payment of three percent of the gross proceeds of the Initial Public Offering remaining in the Company’s Trust Account following shareholder redemptions, or up to $6,600,000 in the aggregate (or up to $7,590,000 if the over-allotment option is exercised in full), is payable to the underwriters upon the completion of an initial Business Combination for deferred underwriting commissions.

On April 30, 2026, the Company issued 165,000 Representative Shares (or up to 189,750 Representative Shares if the underwriter’s over-allotment option is exercised in full) to the underwriters as part of the underwriting compensation.

On April 30, 2026, the Company repaid the total outstanding balance of the Promissory Note amounting to $167,797. Borrowings against the Promissory Note are no longer available.