Note 4 — Related Party Transactions

Private Placement GRAIL securities

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 905,000 Private Placement GRAIL securities at a price of $10.00 per Private Placement GRAIL security, generating gross proceeds of $9,050,000.

Each Private Placement Warrant, upon aggregation of the fractional Private Placement Warrants contained in each Private Placement GRAIL security, is exercisable to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The Private Placement Warrants will become exercisable 30 days after the completion of the initial Business Combination, will not be redeemable by the Company and will expire five years after the completion of the initial Business Combination or earlier upon liquidation, as described in the Company’s final prospectus related to its Initial Public Offering. Each Private Placement Share included in each Private Placement GRAIL security will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination.

Alignment Shares

On February 3, 2026, the Sponsor paid $25,000 to cover certain of the Company’s expenses in exchange for the issuance of 5,031,250 Class B ordinary shares, par value $0.0001 (the “Alignment Shares”). The Sponsor agreed to forfeit up to 656,250 Alignment Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On May 1, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 656,250 Alignment Shares are no longer subject to forfeiture. On April 9, 2026, the Sponsor transferred 20,000 Alignment Shares to each of Fareed Zakaria, Barry McCarthy and Tom Linebarger. None of the executive officers or directors have received any cash compensation for services rendered to the Company.

The transferred shares shall vest upon the Company consummating an initial Business Combination. In the event the transferee resigns or otherwise voluntarily ceases his or her directorship with the Company prior to the vesting date, the Sponsor shall have the option to repurchase the transferred shares at the purchase price. Such option will expire upon the vesting date. The transfer of the Alignment Shares to the holders are in the scope of FASB ASC Topic 718. 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 60,000 Alignment Shares on April 9, 2026 was $18,568,684 or $309.48 per share. The Company established the initial fair value of the Alignment Shares on April 9, 2026, the date of the grant agreement, using a calculation prepared by a third party valuation team which takes into consideration the underlying Class A share price of $10.00, market adjustment of 27.0%, and volatility of 5.0%. The Alignment Shares were assigned subject to a performance condition (i.e., providing services through Business Combination). Stock-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 number of Alignment Shares that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the Alignment Shares. As of May 1, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

The Alignment Shares are identical to the Class A ordinary shares included in the GRAIL securities sold in the Initial Public Offering, except that (i) only holders of the Alignment Shares have the right to vote on the appointment of directors prior to the completion of the initial Business Combination (by a majority of votes cast by the holders of the Alignment Shares); (ii) in a vote to transfer the Company by way of continuation to a jurisdiction outside the Cayman Islands prior to the completion of the initial Business Combination (which requires a special resolution, being the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Alignment Shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the company), only holders of the Alignment Shares shall carry the right to vote; (iii) the Alignment Shares are subject to certain transfer restrictions; (iv) the Sponsor and management team have entered into an agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to any Alignment Shares, Private Placement Shares included in any Private Placement GRAIL securities and Public Shares they hold in connection with the completion of the initial Business Combination, (B) to waive their redemption rights with respect to any Alignment Shares, Private Placement Shares included in any Private Placement GRAIL securities and Public Shares in connection with the implementation by the directors of, and following a shareholder vote to approve, an amendment to the amended and restated memorandum and articles of association (x) that would modify the substance or timing of the obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed or repurchased in connection with the initial Business Combination or to redeem 100% of Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (y) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (C) waive their rights to liquidating distributions from the Trust Account with respect to any Alignment Shares or Private Placement Shares included in any Private Placement GRAIL securities they hold if the Company does not consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company does not complete the initial Business Combination within the Combination Period). Assuming that only the holders of one-third of the voting power attaching to the Company’s issued and outstanding ordinary shares, representing a quorum under the amended and restated memorandum and articles of association, vote their shares, the Company will not need any Public Shares in addition to the Alignment Shares and the Private Placement Shares included in the Private Placement GRAIL securities purchased by the Sponsor simultaneously with the Initial Public Offering to be voted in favor of an initial Business Combination in order to approve an initial Business Combination. Prior to the completion of the Company’s initial Business Combination and with respect to any other matter submitted to a vote of the Company’s shareholders, including any vote in connection with an initial Business Combination, the Company’s Class B ordinary shares will be entitled to a number of votes representing 20% of the Company’s issued and outstanding ordinary shares. Following completion of the Company’s initial Business Combination, the Class B ordinary shares will be entitled to one vote per share. On any other matter submitted to a vote of the Company’s shareholders, holders of Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.

Unless a change of control of the post-Business Combination company occurs and related change of control conversion provisions of the Company’s amended and restated memorandum and articles of association apply, the Alignment Shares will automatically convert, in tranches of 10% of the Alignment Shares issued and outstanding following the Initial Public Offering and following any forfeiture related to the over-allotment option exercise of the underwriters, each measurement period, into the Class A ordinary shares following the initial Business Combination, pursuant to variable conversion ratios as provided by the amended and restated memorandum and articles of association, or, prior to the consummation of an initial Business Combination, at the option of a holder of Alignment Shares, on a one-for-one basis, subject to the 4.99% pre-business combination Maximum Percentage (as defined below) condition, provided, however, that (A) such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination, (B) any Class A ordinary shares issued to initial shareholders in connection with such optional conversion prior to the initial Business Combination shall (i) not result in initial shareholders receiving in the aggregate more Class A ordinary shares upon conversion of their Alignment Shares as they would have received pursuant to the conversion terms described in the amended and restated memorandum and articles of association had the initial shareholders not elected such optional conversion, which may result in the initial shareholders being obligated to surrender for cancellation for no value such Class A ordinary shares to the Company at the end of the 10 measurement periods if the conversion calculations pursuant to the amended and restated memorandum and articles of association result in the initial shareholders in the aggregate having received more Class A ordinary shares than they would have received pursuant to the conversion calculations to be made over 10 measurement periods, (ii) be deducted from the number of Class A ordinary shares issuable to the initial shareholders in connection with each measurement period conversions of Alignment Shares following the consummation of an initial Business Combination, and (iii) everything else being equal, continue to be treated as Class B ordinary shares as if such Class B ordinary shares had not been converted prior to the consummation of the Business Combination at the option of the initial shareholders for purposes of calculating the Alignment Shares eligible to be converted into Class A ordinary shares pursuant to the terms of the amended and restated memorandum and articles of association; and (C) (i) the initial shareholders may only sell or otherwise dispose of any such Class A ordinary shares issued to them in connection with its optional conversion prior to the consummation of an initial Business Combination once the transfer restrictions in their letter agreement with the Company has expired and (ii) the initial shareholders may only sell or otherwise dispose such number of Class A ordinary shares issued to them in connection with their optional conversion prior to the consummation of an initial Business Combination that is equal to the number of conversion shares that would have been issued to them pursuant to the calculation in the amended and restated memorandum and articles of association had the initial shareholders not elected to optionally convert the Alignment Shares into Class A ordinary shares prior to the consummation of the initial Business Combination. Unless a majority of the independent directors of the Company’s board of directors approves an increase of the Maximum Percentage, prior to the consummation of an initial Business Combination the Company shall not effect the conversion of any Alignment Shares, and the Sponsor shall not have the right to convert any Alignment Shares and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Sponsor together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Class A ordinary shares issued and outstanding immediately after giving effect to such conversion. “Attribution Parties” means, collectively, the following persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the date hereof, directly or indirectly managed or advised by the Sponsor’s investment manager or any of its affiliates or principals, (ii) any direct or indirect affiliates of the Sponsor or any of the foregoing, (iii) any person acting or who could be deemed to be acting as a group together with the Sponsor or any of the foregoing and (iv) any other persons whose beneficial ownership of the Company’s ordinary shares would or could be aggregated with the Sponsor and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For the avoidance of doubt, the purpose of the foregoing is to subject collectively the Sponsor and all other Attribution Parties to the Maximum Percentage.

On the last day of each measurement period, which will occur annually over ten fiscal years following consummation of the initial Business Combination (and, with respect to any measurement period in which the Company has a change of control or in which it liquidates, dissolves or winds up, on the business day immediately prior to such event instead of on the last day of such measurement period), 503,125 Alignment Shares (or, 437,500 if the over-allotment option is not exercised) will automatically convert, subject to adjustment, into Class A ordinary shares (“conversion shares”), as follows:

For purposes of the above calculation, “PIPE Securities” means securities (other than the Public Warrants and the Private Placement Warrants) (i) issued by the Company and/or any entities that (after giving effect to completion of the initial Business Combination) are subsidiaries of the Company or are successors of the Company or were formed by the Company or for the purpose of consummating an initial Business Combination and issuing securities in connection therewith, and (ii) that are directly or indirectly convertible into or exercisable for Class A ordinary shares, or for a cash settlement value in lieu thereof, including for the avoidance of doubt any such securities purchased by the Sponsor, General Catalyst Group Management, LLC or any of their affiliates in connection with the Business Combination; provided that, unless otherwise agreed by the Sponsor and the Company in writing, if (i) an exercise or conversion price of a PIPE Security for purposes of calculating the maximum number of Class A ordinary share issuable pursuant to such security cannot reasonably be ascertained based on the terms of such security, and/or (ii) a maximum number of Class A ordinary shares issuable upon conversion or exercise of a PIPE Security cannot otherwise be reasonably ascertained based on the terms of such security, the maximum number of Class A ordinary shares issuable upon conversion or exercise of such PIPE Security for purposes of calculating the Closing Share Count upon the Total Return exceeding the Price Threshold at the end of each measurement period shall initially be determined in good faith by the independent directors of the Company’s board of directors, without regard to any conversion blockers, caps, or share limits set forth in the governing documents of a PIPE Security or of the Company or any stock exchange listing rules, for instance requiring shareholder approval prior to the issuance of 20% or more of the Company’s ordinary shares (such maximum number of shares, the “Initial Share Determination Number”). If subsequently to such initial good faith determination, a number of Class A ordinary shares greater than the Initial Share Determination Number is issued upon conversion or exercise of PIPE Securities (such greater number of shares, the “Revised Share Determination Number”), the holders of the Alignment Shares shall be issued such additional number of conversion shares that they would have received at the time of the conversion of a tranche of Alignment Shares had the Closing Share Count accounted for the Revised Share Determination Number instead of the Initial Share Determination Number. For the avoidance of doubt, (i) no downward adjustment of conversion shares shall occur after Class A ordinary shares have been issued to holders of Alignment Shares at the end of a measurement period if a number of Class A ordinary shares smaller than the Initial Share Determination Number is issued upon conversion or exercise of PIPE Securities, (ii) the Closing Share Count at the end of each measurement period shall always take into account the greater of the Initial Share Determination Number and the Revised Share Determination Number when a number of conversion shares is calculated pursuant to the conversion terms included in the Company’s amended and restated memorandum and articles of association, and (iii) the foregoing is intended solely for purposes of calculating the Closing Share Count and shall not affect the actual economic terms, conversion mechanics, or settlement rights of any PIPE Securities. The term “measurement period” means (i) the period of four fiscal quarters ending with, and including, the last fiscal quarter of the fiscal year in which the Company consummates the Company’s initial Business Combination and (ii) each of the nine successive four-fiscal-quarter periods. The “Price Threshold” will initially equal $10.00 for the first measurement period and will thereafter be adjusted at the beginning of each subsequent measurement period to be equal to the greater of (i) the Price Threshold for the immediately preceding measurement period and (ii) the VWAP for the immediately preceding measurement period (in each case, as proportionally adjusted to give effect to any share splits, share capitalizations, share combinations, share dividends, reorganizations, recapitalizations or any such similar transactions). “VWAP” per Class A ordinary share on any trading day shall mean the per share volume weighted average price as displayed under the heading Bloomberg VWAP on Bloomberg (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the Company) page “VAP” (or its equivalent successor if such page is not available) in respect of the period from the open of trading on the relevant trading day until the close of trading on such trading day (or if such volume-weighted average price is unavailable, the market price of Class A ordinary share on such trading day determined, using a volume weighted average method, by an independent financial advisor retained for such purpose by the Company). VWAP for periods of multiple trading days means the volume weighted average of the respective VWAPs for the trading days in such period. For purposes of this section, “distribution” means any payment of dividends, cash, other consideration or distribution of equity securities of the Company or any of its affiliates to holders of the Company’s ordinary shares, whether by means of a spin-off, split-off, redemption, reclassification, exchange, share split, share dividend, share distribution, rights offering or similar transaction. The fair market value of any distribution, other than cash, shall be determined in accordance with the Company’s amended and restated memorandum and articles of association.

The calculations described in the foregoing will be based on the Company’s fiscal year and fiscal quarters, which may change as a result of the Company’s initial Business Combination. Each conversion of Alignment Shares will apply to the holders of Alignment Shares on a pro rata basis. If, upon conversion of any Alignment Shares, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to such holder. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.

Further, for so long as any Alignment Shares remain outstanding, the Company may not, without the prior written consent of the holders of a majority of the Alignment Shares then outstanding, take certain actions, such as to (i) amend, alter or repeal any provision of the Company’s amended and restated memorandum and articles of association, whether by merger, amalgamation, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences, conversion rights or relative, participating, optional or other or special rights of the Class B ordinary shares, (ii) change the Company’s financial year, (iii) increase the number of members on the Company’s board of directors, (iv) pay any dividends or other distributions on, or effect any sub-division of, the Company’s share capital, (v) adopt any shareholder rights plan, (vi) acquire any entity or business with assets at a purchase price greater than 10% or more of the Company’s total assets measured in accordance with generally accepted accounting principles in the United States or the accounting standards then used by the Company in the preparation of its financial statements, (vii) issue any Class A ordinary shares in excess of 5% of the number of the Company’s Class A ordinary shares outstanding at the closing of the Initial Public Offering or that would otherwise require a shareholder vote pursuant to the rules of the stock exchange on which the Company’s Class A ordinary shares are then listed or (viii) issue additional Class B ordinary shares. Any action required or permitted to be taken at any meeting of the holders of Alignment Shares (other than by way of a special resolution) may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B ordinary shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Alignment Shares were present and voted. Any action required or permitted to be taken at any meeting of the holders of Alignment Shares by way of a special resolution may be taken by way of a resolution in writing signed by all holders of Alignment Shares.

Upon a change of control occurring after the Company’s initial Business Combination (but not in connection with the Company’s initial Business Combination), for the measurement period in which the change of control transaction occurs, a tranche of 503,125 Alignment Shares (or, 437,500 if the over-allotment option is not exercised) will automatically convert into conversion shares (on the business day immediately prior to such event), as follows:

A change of control is the occurrence of any one of the following after the consummation of the Company’s initial Business Combination (but not in connection with the Company’s initial Business Combination) if any of the following occurs: (a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, the Company’s wholly owned subsidiaries and the Company’s and their respective employee benefit plans, (A) has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of ordinary shares representing more than 50% of the voting power of the Company’s ordinary shares and (B) has filed a Schedule TO or any schedule, form or report under the Exchange Act disclosing that an event described in clause (A) has occurred; provided, however, that a “person” or “group” shall not be deemed a beneficial owner of, or to own beneficially, any securities tendered pursuant to a tender or exchange offer made by or on behalf of such “person” or “group” or any of their affiliates until such tendered securities are accepted for purchase or exchange thereunder; (b) the consummation of (A) any recapitalization, reclassification or change of the ordinary shares (other than a change from no par value to par value, a change in par value or a change from par value to no par value, or changes resulting from a subdivision or combination) as a result of which all of the ordinary shares would be converted into, or exchanged for, shares, other securities, or other property or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which all of the Class A ordinary shares will be converted into cash, securities or other property or assets (including any combination thereof), and other than a pledge or hypothecation of assets (but not foreclosure in respect thereof); or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the Company’s or the Company’s consolidated assets, taken as a whole, to any person or entity (other than one of the Company’s wholly owned subsidiaries); provided, however, that a transaction described in clauses (A) or (B) in which the holders of all classes of the Company’s common equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of the common equity of the continuing or surviving entity immediately after such transaction in substantially the same proportions as such ownership immediately prior to such transaction shall not be a change of control pursuant to this clause (b); (c) the Company’s shareholders approve any plan or proposal for the Company’s liquidation or dissolution (other than a liquidation or dissolution that will occur contemporaneously with a transaction described in clause (b)(B) above); or (d) the Company’s Class A ordinary shares cease to be listed or quoted on any of The New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors); provided, however, that a transaction or transactions described in clauses (a) or (b) above shall not constitute a change of control, if at least 90% of the consideration received or to be received by the holders of the Company’s ordinary shares, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ rights, in connection with such transaction or transactions consists of ordinary shares that are listed or quoted on any of The New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions, and as a result of such transaction or transactions such consideration becomes the equity interests in which the Alignment Shares convert into.

Related Party Loans

On February 3, 2026, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of December 31, 2026 or the completion of the Initial Public Offering. As of May 1, 2026, the Company had borrowed $293,149, of which $281,020 was paid by the Company at the closing of the Initial Public Offering and the balance amounting to $12,129 was paid subsequently on May 4, 2026. Borrowings under the Note are no longer available.

Working Capital Loans

In addition, 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 advances may be repaid only from funds held outside the Trust Account or upon completion of the initial Business Combination. Up to $1,500,000 of such loans may be convertible into Private Placement GRAIL securities of the post Business Combination entity at a price of $10.00 per GRAIL security at the option of the lender. The Private Placement GRAIL securities issued upon conversion of any such loans would be identical to the Private Placement GRAIL securities sold in a private placement concurrently with the Initial Public Offering. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor, members of the management team or any of their affiliates. As of June 30, 2026, the Company had no outstanding borrowings under the Working Capital Loans.

Administrative Services and Indemnification Agreement

Pursuant to the administrative services and indemnification agreement executed by the Company and the Sponsor, commencing on April 29, 2026, the date of the effectiveness of the registration statement related to the Company’s Initial Public Offering through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company will pay the Sponsor or one of its affiliates for office space, secretarial and administrative services provided to the Company in the amount of $20,000 per month. In addition, the Company has agreed, pursuant to such administrative services and indemnification agreement with the Sponsor relating to the monthly payment for services outlined therein, that the Company will indemnify the Sponsor and its affiliates, including General Catalyst Group Management, LLC and its affiliates (“General Catalyst”), from any liability arising with respect to their activities in connection with the Company’s affairs, including, but not limited to, any claims, made by the Company or a third party, (i) arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business, (ii) in respect of any investment opportunities sourced by the Sponsor and its affiliates, including General Catalyst, and/or (iii) against the Sponsor and/or General Catalyst alleging any expressed or implied management or endorsement by the Sponsor and/or General Catalyst of any of the Company’s activities or any express or implied association between the Sponsor and/or General Catalyst, on the one hand, and the Company or any of its other affiliates, on the other hand, which agreement will provide that the indemnified parties cannot access the funds held in the Trust Account. For the three months ended June 30, 2026 and for the period from January 14, 2026 (inception) through June 30, 2026, the Company incurred $40,000 in fees for these services. As of June 30, 2026, $40,000 has been accrued for these services in the Company’s balance sheet.