Note 6 — Commitments and Contingencies

Registration Rights

The holders of the founder shares and Private Placement Units, including any Working Capital Units issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed on October 24, 2024 by and among the Company and the insiders. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company had granted the underwriter a 45-day option to purchase up to an additional 1,125,000 Units solely to cover over-allotments, if any. The underwriters exercised the over-allotment option in part and purchased 1,000,000 Option Units on November 19, 2024.

The underwriter was entitled to cash underwriting discounts and commissions of $0.15 per Unit, or $1,275,000, and paid at the closing of the IPO and the Option Units in part. In connection with the IPO, the underwriter was issued an aggregate of 85,000 Class A ordinary shares, or Representative Shares, with a fair value of $92,195. The Representative Shares were valued using a market approach based on the quoted trading price of Class A ordinary shares of $9.96 per share, adjusted for the probability of a business combination between a Special Purpose Acquisition Company and a private operating company of 11.0% and a discount for lack of marketability of 1.0%.

Additionally, the underwriter will be entitled to cash underwriting discounts and commissions of $0.20 per Unit, or $1,700,000, at the closing of the initial business combination as deferred underwriting fee. If the Company does not complete its initial business combination within the time period required by its second amended and restated memorandum and articles of association, the underwriters have agreed that (i) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account, and (ii) that the deferred underwriters’ discounts and commissions will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.

As of June 30, 2026 and December 31, 2025, deferred underwriting discounts and commissions amounted to $1,700,000 payable upon consummation of the Company’s initial business combination.