NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On May 13, 2026, the Sponsor was issued 5,031,250 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 include an aggregate of up to 656,250 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the Company’s initial shareholders will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering). On July 6, 2026, the underwriter exercised its over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 656,250 Founder Shares are no longer subject to forfeiture.

On June 2, 2026, the Sponsor assigned and transferred an aggregate of 200,000 Founder Shares to directors, officers, and advisors (25,000 Founder Shares each). In addition, the Sponsor agreed to pay a cash compensation to Sir Ralf Speth (the Chairman of the Company) and Dr. Stefan Berger (the Company’s Chief Investment Officer) of $250,000 each after the completion of business combination, which the Sponsor, in its sole discretion can also pay by transferring 25,000 Founder Shares each in lieu of such cash payment (as discussed in Deferred Compensation Agreement). All Founder Shares assigned and transferred are in exchange for their services as directors, officers, and advisors through the Company’s initial Business Combination, which shall be forfeited automatically without consideration if the directors, officers, and advisors are no longer serving the Company on or prior to the initial Business Combination. The Founder Shares assigned and transferred to the directors, officers, and advisors are in the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment/grant date. The total fair value of the 200,000 Founder Shares assigned and transferred to the directors, officers, and advisors was $1,000 or $0.005 per share. The Company established the initial fair value of Founder Shares assigned and transferred as the same price that the Sponsor paid for Founder Shares. 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 number of Founder Shares times the assignment/grant date fair value per share (unless subsequently modified) less the amount initially received for the assignment and transfer of Founder Shares. As of June 30, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no share-based 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

On May 13, 2026, the Sponsor 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. The loan is non-interest bearing, unsecured and due at the earlier of September 30, 2026, or the closing of the Initial Public Offering. As of June 30, 2026, the Company had borrowed $135,000 under the promissory note. Subsequently, on July 6, 2026, the promissory note was paid in full by the Company at the closing of the Initial Public Offering. Borrowings under the promissory note are no longer available.

Advances from Related Parties

As of June 30, 2026, the Company had $1,112 outstanding borrowings under advances from related parties which consist of expenses paid by a Company officer and the Sponsor on behalf of the Company. The advances from related parties are non-interest bearing and due on demand. As of July 6, 2026, the Initial Public Offering closing date, the Company had a total of $1,367 outstanding borrowings under advances from related parties which was paid in full to the Company officer and the Sponsor in July 2026.

Working Capital 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, loan the Company funds as may be required (the “Working Capital Loans”). 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 $1.00 per Private Placement Warrant at the option of the lender. The 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, no such Working Capital Loans were outstanding.

NOTE 5. RELATED PARTY TRANSACTIONS (cont.)

Administrative Services and Indemnification Agreement

The Company entered into an agreement with the Sponsor, commencing on July 1, 2026, the date that the Company’s securities are first listed with Nasdaq, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a monthly fee of $20,000 (“Services Fee”) for office space, administrative and, personnel support services, subject to the following:

The Company agrees to indemnify and hold harmless the Sponsor and its 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), (ii) in respect of any investment opportunities sourced by the Sponsor and its affiliates, and/or (iii) 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. The Indemnitee will promptly notify the Company in writing of any indemnified claim provided that failure or delay to give such notice shall not relieve the Company of its indemnification obligations hereunder to the extent such failure has not materially prejudiced the indemnifying party. The Company will, at its expense, undertake the defense of such claim with attorneys of its own choosing reasonably satisfactory in all respects to such Indemnitee, subject to the right of such Indemnitee to undertake such defense.

As of June 30, 2026, such agreement was not executed, and the Company did not incur any fees for these services.

Deferred Compensation Agreement

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On June 2, 2026, the Sponsor entered into an agreement with the Chairman of the Company and the Company’s Chief Investment Officer (collectively, the “Recipients”) for the services provided by them until Business Combination. The Sponsor agreed to pay a cash compensation of $250,000 each for their services (“Deferred Cash Compensation”) only following upon the end of the Lock-up period, or in lieu of Deferred Cash Compensation, the Sponsor may, in its sole discretion, assign and transfer 25,000 Founder Shares each, subject to terms and conditions as set forth in the agreement. As of June 30, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no share-based compensation expense has been recognized in the Company’s unaudited financial statements.