Note 7 — Commitments and Contingencies

Risks and Uncertainties

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

Registration Rights Agreement

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 the Working Capital Loans have registration rights to require the Company to register for resale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to the registration rights agreement, dated June 8, 2026. The holders of these securities are entitled to make up to three demands, excluding short-form demands, that the Company registers 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. The Company will bear the expenses incurred in connection with the filing of any such Registration Statements. As of March 31, 2026, the Registration Rights Agreement had not been executed.

Underwriting Agreement

The Underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any (the “Over-Allotment Option”). As of June 10, 2026, at the closing of the Initial Public Offering, the full Over-Allotment Option remained open. Subsequently, on June 12, 2026, the Company closed the issuance and sale of 2,600,000 Option Units in connection with the Underwriters partially exercising the Over-Allotment Option. The Underwriters have until July 23, 2026 to purchase the remaining 400,000 Option Units.

The Underwriters were paid a cash underwriting discount of $250,000 upon the closing of the Initial Public Offering. There will be no incremental upfront underwriting discounts and commissions because the Over-Allotment Option was partially exercised.

The Underwriters are entitled to a deferred underwriting discount of $6,000,000 (or up to $6,900,000 in the aggregate if the Over-Allotment Option is exercised in full) upon the completion of the initial Business Combination subject to the terms of the underwriting agreement, dated June 8, 2026 by and between the Company and Santander US Capital Markets LLC (“Santander” and such agreement, the “Underwriting Agreement”), but such deferred underwriting discount shall be based on amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of the initial Business Combination (the “Deferred Fee”). As of March 31, 2026, the Underwriting Agreement had not been executed.

In addition to the Deferred Fee, the Company engaged Santander to provide advisory services to the Company from time to time. As compensation for the services provided under an engagement letter, the Company shall pay Santander a fee equal to $6,000,000 (or up to $6,900,000 in the aggregate if the Over-Allotment Option is exercised in full), payable upon closing of such initial Business Combination. The Company has agreed to indemnify Santander and its affiliates in connection with its role in providing such advisory services. As of March 31, 2026, the engagement letter had not been executed, and no fees for these advisory services were incurred or accrued. On June 10, 2026, pursuant to the termination clause of the engagement letter, the advisory fee is deemed earned by Santander and recognized as advisory fee payable.