NOTE 5 — RELATED PARTIES

Founder Shares

On September 26, 2025, the Sponsor received 7,666,667 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a payment of $25,000 to a vendor.

On January 26, 2026, the Company issued 66,666 Class B ordinary shares to the Sponsor for no consideration, based on the expectation that the founder shares would represent 25% of the outstanding ordinary shares upon completion of the Initial Public Offering. On May 7, 2026 the Sponsor surrendered 1,916,666 Class B ordinary shares for no consideration. Shares and associated accounts have been retroactively restated to reflect the surrender of 1,916,666 Class B ordinary shares resulting in the Sponsor holding 5,816,667 Class B ordinary shares as of March 31, 2026 and December 31, 2025.

Up to 750,000 Founder Shares held by the Sponsor are subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised, so that the number of Founder Shares will collectively represent 25% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering.  On May 19, 2026, the underwriter partially exercised the over-allotment option and purchased an additional 700,000 units at the public offering price.

On December 2, 2025, December 10, 2025, and January 21, 2026, the Sponsor completed three separate transfers of Class B Ordinary Shares to the Company’s director nominees, transferring 200,000 Class B Ordinary Shares to each of Waldo Holdings 8 on behalf of Eyal Waldman, David DeWalt, and Paul Hodermarsky (600,000 Class B Ordinary Shares in the aggregate) for no cash consideration as compensation for their services to be provided as public company directors. The fair value of the shares transferred will be determined at the date of the Company’s initial public offering, which is considered the grant date for accounting purposes. The transferred shares are subject to the lock-up provisions. As such, the Company will not recognize any stock-based compensation expense until the completion of the initial Business Combination is considered probable.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell 90% of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $11.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property; provided that, for the avoidance of doubt, 10% of the Founder Shares shall not be subject to such restrictions.

General and Administrative Services

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor or an affiliate thereof a monthly fee of $25,000 for office space, utilities and secretarial and administrative support.

Unsecured Promissory Note

The Sponsor agreed to loan the Company up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. This loan is non-interest bearing, unsecured and is due upon the earlier of January 30, 2026, the closing of the Initial Public Offering, or an earlier event of default. On May 8, 2026 the note was extended to December 31, 2026. As of March 31, 2026 and December 31, 2025, there was $136,585 and $86,158, respectively, outstanding under such promissory note. The note was fully repaid in connection with the Initial Public Offering and is no longer available to the Company.

Working Capital 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 (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of the notes may be converted into Class A ordinary shares of the post-business combination entity at a price of $10.00 per share at the option of the Sponsor. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2026 and December 31, 2025, there was no amount outstanding under the Working Capital Loans.

Services Provided by Shareholder of the Sponsor

A shareholder of the Sponsor has provided legal services to the Company for no cost. The Company has estimated the value of the services to be $45,000 and $375,000 as of March 31, 2026 and December 31, 2025, respectively. The Company has accounted for such services in accordance with ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering” and Topic 5T — “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).” and recorded deferred offering costs of $420,000 and $375,000 and an increase to shareholder’s equity of $420,000 and $375,000 as of March 31, 2026 and December 31, 2025, respectively.