NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On July 28, 2025, the Sponsor was issued 8,625,000 Class B ordinary shares (the “Founder Shares”) for an aggregate price of $25,000 paid to cover certain expenses on behalf of the Company. The Founder Shares included an aggregate of up to 1,125,000 Founder Shares that were subject to forfeiture by the Sponsor to the extent that the Underwriters’ over-allotment option was not exercised in full or in part. On December 11, 2025, the Underwriters exercised their over-allotment option in full. As a result, the 1,125,000 Founder Shares are no longer subject to forfeiture.

On September 8, 2025, the Sponsor transferred an aggregate of 245,000 Founder Shares to the independent directors and other initial shareholders of the Company in exchange for their services through the Company’s initial Business Combination. On November 14, 2025, the Sponsor transferred 300,000 Founder Shares to its Chief Strategy Officer in exchange for his services through the Company’s initial Business Combination. These transfers of the Founder Shares to the directors, the other initial shareholders of the Company and the Company’s Chief Strategy Officer fall within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation.” Under FASB ASC Topic 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the 545,000 Founder Shares on September 8, 2025 and November 14, 2025 was $1,022,965 or $1.88 per share. The Company established the initial fair value of Founder Shares on September 8, 2025 and November 14, 2025, the dates of the grant agreements, using a calculation prepared by a third-party valuation team which takes into consideration a risk-free rate of 4.17% and 3.96%, respectively, implied market adjustment of 19.1%, and implied share price of $9.92. The Founder Shares are subject to a performance condition (i.e., providing services through Business Combination).

Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the total number of Founder Shares assigned to the Company’s directors and officers times the fair value per share at grant date (unless subsequently modified) less the amount initially received for the assignment of the Founder Shares. As of June 30, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.  

Promissory Note — Related Party

The Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing, unsecured and due at the earlier of December 31, 2025, or the closing of the Initial Public Offering. On December 12, 2025, the Company repaid $219,450 for the total outstanding balance of the Promissory Note and borrowings under the Promissory Note are no longer available. The payment included an over payment of $25,000, which the Sponsor returned to the Company on December 17, 2025.

Administrative Services and Indemnification Agreement

The Company entered into an agreement with the Sponsor, dated December 9, 2025, wherein the Sponsor agreed to make available to the Company certain general and administrative services, including office space and administrative services, as the Company may require from time to time. The Company agreed to pay the Sponsor up to $20,000 per month for these services, with monthly payments commencing on the date that the Company’s securities were first listed on the Nasdaq Global Market and continuing until the earlier of (i) the consummation by the Company of an initial Business Combination or (ii) the Company’s liquidation.

The Company agreed to indemnify and hold harmless the Sponsor and the Company’s directors, officers, employees, principals, managers, partners, members, shareholders, equity holders, control persons, affiliates, agents, advisors, consultants and representatives (the “Indemnitees”) from any claims, losses, liabilities, obligations, causes of action, proceedings (whether pending or threatened), investigations, damages, awards, settlements, judgments, decrees, fees, costs, penalties, amounts paid in settlement or expenses (including interest, assessments and other charges in connection therewith and reasonable fees and disbursements of attorneys and other professional advisors and costs of suit) arising out of or relating to any pending or threatened claim, action, suit, proceeding or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arises out of or relates to (i) the Initial Public Offering of the Company’s securities or the Company’s operations or conduct of its business (including, for the avoidance of doubt, a Business Combination), or (ii) any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any activities of the Company or any express or implied association between the Sponsor, on the one hand, and the Company or any of its affiliates, on the other hand.

For the three and six months ended June 30, 2026, the Company incurred $60,000 and $120,000 administrative services fee, respectively. As of June 30, 2026 and December 31, 2025, administrative services fee of $74,839 and $14,839, respectively, was unpaid and recorded as due to the Sponsor on the accompanying condensed balance sheets.

Related Party Loans

In order to finance transaction costs in connection with the initial 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, provide the Company with Working Capital Loans (as defined above). If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial Business Combination, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.50 per Private Placement Warrant at the option of the lender. Such Warrants would be identical to the Private Placement Warrants. The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.