NOTE 6. COMMITMENTS 

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 and the Middle East. 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

The holders of Founder Shares, Private Placement Units (and their underlying securities) and Units that may be issued upon conversion of Working Capital Loans (and their underlying securities), if any, and any Class A Ordinary Shares issuable upon conversion of the Founder Shares and any Class A Ordinary Shares held by the Initial Shareholders at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, are entitled to registration rights pursuant to a Registration Rights Agreement signed on the effective date of the IPO Registration Statement and the MEF Registration Statement. These holders are entitled to make up to three demands, excluding short form demands, and have piggyback registration rights. Notwithstanding anything to the contrary, BTIG may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, BTIG may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,300,000 Option Units to cover the over-allotments. On May 23, 2025, the underwriters elected to fully exercise their Over-Allotment Option to purchase an additional 3,300,000 Option Units at a price of $10.00 per Unit.

The underwriters were entitled to a cash underwriting discount of $5,060,000 in the aggregate, or 2.0% of the gross proceeds of the units offered in the Initial Public Offering, which was paid at the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or $8,855,000 in the aggregate, payable upon the completion of an initial Business Combination subject to the terms of the Underwriting Agreement.

Finder’s Agreement

On July 15, 2026, the Company entered into an agreement with a financial advisor to assist the Company on a non-exclusive basis in its search for a target for the Business Combination.

Subject to the terms and conditions of the agreement, upon the closing of a Business Combination with a target introduced by the financial advisor, the Company shall pay a fee of up to $5,000,000 (but no less than $750,000), of which up to 50% of such fee may be payable in shares of the Company upon the satisfaction of certain conditions.